Research Collaboration Agreement, dated March 26, 2020, by and between Acer Therapeutics Inc. and the National Center for Advancing Translational Sciences

NCATS and Collaborator want to collaborate on a research project; and

NCATS and Collaborator want to transfer between the laboratories of their investigators, during the term of this Agreement, proprietary research materials required to conduct the research project.

Acer Therapeutics is actively pursuing the development of this opportunity, and may benefit from specific experience about emetine held by NCATS and capabilities for development that exist within the intramural research program.

“Confidential Information” includes scientific, business, or financial information pertaining to the Research Project (defined below) that is designated as confidential by Provider (defined below). Confidential Information does not include information that: (i) is in the public domain other than as a result of a disclosure by Recipient (defined below) or any of Recipient’s representatives in violation of this Agreement; (ii) was in the possession of Recipient before disclosure by the Provider; (iii) is acquired by Recipient from a third party having no obligation of confidentiality to Provider; (iv) is hereafter independently developed by Recipient, without reference to Confidential Information received from Provider; or (v) Provider expressly authorizes Recipient to disclose.

“Invention” means any invention or discovery that is or may be patentable or protectable under applicable laws.

“Investigator” means the principal researcher designated by a Party to direct the Research Project.

“Material” means Original Material such as chemical compounds, peptides or natural products, and any material created by Recipient that constitutes an unmodified functional subunit of or product derived from Original Material.

“Original Material” means a material provided by one of the Parties and used in the Research Project.

“Provider” means the Party that provides Original Material or discloses Confidential Information to the other Party under this Agreement.

Research Collaboration Agreement

NCATS / Acer Therapeutics

Southall / Schelling

“Recipient” means the Party that receives Original Material or Confidential Information from the other Party under this Agreement.

“Research Project” means the collaborative research described in Appendix A.

“Data” refers to any information generated throughout the course of the execution of the Research Project.

NCATS and Collaborator agree to collaborate on the Research Project. The Investigator for NCATS will be Dr. Noel Southall, and additional Investigators for NCATS will be Drs. Juan Marugan, Mark Henderson. The Investigator for Collaborator will be Chris Schelling, CEO and Founder of Collaborator.

Nothing in this Agreement will be construed to limit the freedom of either Party from engaging in similar research with other parties, providing the research does not create a conflict with the Parties’ obligations under this Agreement, especially with regard to Article 3.

The Parties recognize that the Research Project describes the collaborative research to be conducted under this Agreement and that the goals set forth in Appendix A are good faith guidelines. If events occur that require substantial modification of the Research Project, the Parties may amend Appendix A according to Paragraph 6.2.1 of this Agreement.

Confidential Information

Either Party may disclose or receive Confidential Information under this Agreement.

All Confidential Information exchanged between the Parties must conspicuously bear the words “Confidential Information” or “Confidential.” Confidential Information exchanged orally or through observation must be reduced to writing and marked “Confidential Information” or “Confidential” within 30 days after disclosure to be considered Confidential Information.

The obligation to maintain the confidentiality of Confidential Information will expire at the earlier of the date when the information is no longer Confidential Information as defined in Paragraph 1.1 or three (3) years after the expiration or termination date of this agreement.

Recipient may disclose Confidential Information to its employees, consultants, or contractors to whom it is necessary to disclose this information for the purpose of the Research Project; Recipient may make these disclosures only under terms at least as restrictive as those specified in this Agreement. Recipient agrees that disclosure of Confidential Information may not be made to any party not listed herein unless Provider grants prior written approval to Recipient.

Recipient may disclose Provider’s Confidential Information if required to do so by law, regulation, or court order. If Recipient, or anyone to whom it discloses Confidential Information in accordance with Article 3, becomes legally required to disclose any Confidential Information, Recipient will provide timely notice to Provider and, to the extent practicable, consult with Provider prior to any disclosure.

Either Party may disclose the Abstract of the Research Project (in Appendix A) to the public.

Research Collaboration Agreement

NCATS / Acer Therapeutics

Southall / Schelling

Publications; Press Releases

Publications

In addition to the specific goals of the Research Project, the Parties view dissemination of research findings, both by publication and oral presentation, as an essential objective of the Research Project. Authorship will be decided according to commonly accepted conventions for scientific publications.

The Parties are encouraged to make publicly available the results of the Research Project. Before either Party submits a paper or abstract for publication or otherwise intends to publicly disclose information about any Invention made in the course of the Research Project, the other Party will have 30 days to review proposed manuscripts and 3 business days to review proposed abstracts to assure that its Confidential Information is protected. Either Party may request in writing that the proposed publication or other disclosure be delayed for up to 30 additional days as necessary to file a patent application.

Press Releases

Inventions

The Parties acknowledge the possibility that Inventions may be made in the course of the Research Project. Inventorship of those Inventions will be determined in accordance with applicable U.S. laws and regulations. The term made, as used in reference to any invention, means the conception or first actual reduction to practice of such invention.

Inventions made in the course of the Research Project will be owned by the Party employing the inventor or inventors. Inventions that are invented jointly by employees of both Parties will be owned jointly.

Each Party will report to the other Party, in writing, all Inventions made during the Research Project no later than 3 months from the time the invention is disclosed to a Party by its Investigator. The reports will be written in sufficient detail to determine inventorship and will be treated as Confidential Information in accordance with Article 3. The Parties will confer with each other regarding a patent filing strategy for jointly made Inventions. If either Party files a patent application on a jointly made Invention, then the filing Party will include a statement in the patent application that clearly identifies the Parties and states that the Invention was made jointly under this Agreement.

Data

Research Collaboration Agreement

NCATS / Acer Therapeutics

Southall / Schelling

Mechanics of Transfer

Transfer of Personally Identifiable Information (PII)

Conditions of Use

RECIPIENT WILL NOT USE MATERIAL IN RESEARCH INVOLVING HUMAN SUBJECTS.

Recipient’s Investigator will use Material solely in connection with the Research Project in the Investigator’s laboratory (including any Contract Manufacturing Organization or similar outsourced service provider who will agree to all of the terms and conditions of this agreement). If Recipient wants to use Material for commercial purposes, Recipient agrees to first obtain the appropriate commercial use or commercialization license from Provider.

Recipient agrees that Recipient’s Investigator will retain control over Material and further agrees that Recipient’s Investigator will not transfer Material to people not under the Investigator’s direct supervision without advance written approval of Provider.

Recipient will use Material in compliance with all applicable laws, regulations and policies.

Provider reserves the right to distribute its Material to others and to use its Material for its own purposes.

Upon termination of this Agreement, Recipient agrees that Recipient’s Investigator will return any and all remaining Original Material unless Provider gives Recipient’s Investigator directions for disposing of Original Material by another means.

Nothing in this Agreement will be construed as conferring on Recipient any implied license to Material, or option to license Material, any technology, or any patent or patent application owned by Provider and will not create any obligation, by implication or otherwise, of either Party to enter into any further agreement with the other Party.

Effective Date

Term and Termination

The Parties agree that this Agreement will be effective for 1 year from the date of the last authorized signature below and may be extended as mutually agreed by the Parties in a written amendment to this Agreement.

This Agreement will terminate immediately upon the mutual agreement of the Parties in writing.

Research Collaboration Agreement

NCATS / Acer Therapeutics

Southall / Schelling

This Agreement will terminate in 30 days after either Party receives written notice of the other Party’s desire to terminate this Agreement.

Representations, Warranties, and Liability

Material is understood to be experimental in nature and may have hazardous properties. ORIGINAL MATERIAL IS BEING SUPPLIED TO RECIPIENT WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Provider makes no representations that the use of Material will not infringe any patent or other proprietary rights of third parties.

No indemnification for any loss, claim, damage, or liability is intended or provided by either Party under this Agreement. Each Party will be liable for any loss, claim, damage, or liability that the Party incurs as a result of its activities under this Agreement, except that NCATS, as an agency of the U.S. Government, assumes liability only to the extent provided under the Federal Tort Claims Act, 28 U.S.C. §§ 2671 et seq.

Final Reports

Assignment

Non-endorsement

Survivability

Severability

Governing Law

Entire Agreement

Research Collaboration Agreement

NCATS / Acer Therapeutics

Southall / Schelling

Notices

Execution

Research Collaboration Agreement

NCATS / Acer Therapeutics

Southall / Schelling

Noel Southall, Ph.D., DPI Informatics Leader

Research Collaboration Agreement

NCATS / Acer Therapeutics

Southall / Schelling

Abstract of the Research Project – for Public Release

Goal(s) of Project

Background

Respective Contributions of the Parties

Research Collaboration Agreement

NCATS / Acer Therapeutics

Southall / Schelling

Material Contributed by NCATS

Material Contributed by Collaborator

Experimental Plan

Research Collaboration Agreement

NCATS / Acer Therapeutics

Southall / Schelling