PATENT AND KNOW HOW EXCLUSIVE LICENSE AGREEMENT
SALARIUS PHARMACEUTICALS, LLC
NUPOTENTIAL FILE NUPOTENTIAL-2018-LIC-010
This Agreement is effective as of the 18th day of December, 2018 (the EFFECTIVE DATE), between Salarius Pharmaceuticals, LLC, a Delaware limited liability company, with offices located at 2450 Holcombe Blvd., Ste. J-608, Houston, TX 77021 USA (LICENSEE), and NuPotential, Inc., a Delaware incorporated company, with offices located at Louisiana Emerging Technology Center, 340 E. Parker Blvd., Baton Rouge, LA 70803 (NUPOTENTIAL).
ARTICLE 1 DEFINITIONS
1.1 AFFILIATE of LICENSEE shall mean a company or other person controlling, controlled by, or under common control with LICENSEE, where control shall mean the direct or indirect control by ownership or otherwise of more than fifty percent (50%) of the outstanding voting shares or voting rights, or other similar measure of control.
1.2 FIELD OF USE means all uses of DNA methyltransferase 1 (DNMT1) focused on modulating epigenetic targets.
1.3 FIRST COMMERCIAL SALE means the first commercial sale of any LICENSED PRODUCT by LICENSEE, or its AFFILIATES or SUBLICENSEE under this Agreement in the FIELD OF USE in the TERRITORY in such country, after such LICENSED PRODUCT has been granted marketing approval for distribution, marketing and sale. For the avoidance of doubt, FIRST COMMERCIAL SALE excludes a sale or use of a LICENSED PRODUCT solely for charitable or philanthropic, promotional (including samples), trials, such as field trials or clinical trials (animal or human), or regulator purposes to obtain U.S. Food and Drug Administration (FDA) or other governmental approvals to market LICENSED PRODUCTS.
1.4 FUND RAISING SUPPORT MILESTONE shall mean the milestone set forth in Section 3.12 of this Agreement.
1.5 KNOW HOW means any information, data, process, method, or know how that is not disclosed otherwise publicly known and was developed by Kenneth J. Eilertsen prior to the Effective Date and on or before his full-time employment at Louisiana State University and any information, data, process, method, or know how that is not otherwise publicly known and was developed by Kenneth J. Eilertsen that is useful or necessary in the commercialization of the LICENSED PRODUCTS in the FIELD OF USE in the TERRITORY up until the later to occur of the following: a) the last day NUPOTENTIALs designee serves on the Board of LICENSEE(or its successor-in-interest); or b) five (5) years from the EFFECTIVE DATE.