THIS SUBLICENSE AGREEMENT (this Agreement) is executed on August 27, 2019 and entered into effective as of August 20, 2019 by and between MAYNE PHARMA INTERNATIONAL PTY LTD, ABN 88 007 870 984, an Australian body corporate having an address at 1538 Main North Road, Salisbury South, SA 5106, Australia (Mayne Pharma), and INHIBITOR THERAPEUTICS, , INC. (formerly known as HedgePath Pharmaceuticals, Inc.), a company incorporated in Delaware having an address at 4830 W. Kennedy Blvd, Suite 600, Tampa, Florida, 33609, United States (INTI) with respect to the following:
WHEREAS, valuable inventions entitled New Angiogenesis Inhibitors (JHU Ref No C04494; hereinafter referred to as the ANGIOGENESIS PATENT), and New uses for old drugs: Identification of Hedgehog Pathway Antagonists previously tested in Humans (JHU Ref No C04820; hereinafter referred to as the HEDGEHOG PATENT) have heretofore been developed during the course of research conducted by Drs Jun Liu, Curtis Chung, David Sullivan, Schrindar Bhat, Jin Xu and Philip Beachy (all hereinafter INVENTORS);
WHEREAS, THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (JHU), has acquired through assignment all rights, title and interest, with the exception of certain retained rights by the Howard Hughes Medical Institute and the United States Government, in said valuable inventions;
WHEREAS, JHU has granted to Mayne Pharma a sublicense effective August 20, 2019 to commercially develop, manufacture, use and distribute products and processes based upon or embodying said valuable inventions (hereinafter referred to as the HEAD LICENSE);
WHEREAS, INTI and Mayne Pharma Ventures Pty Ltd ACN 168 896 357 (MPV), an affiliate of Mayne Pharma, have entered into that certain Third Amended and Restated Supply and License Agreement dated 17 December 2018 under which MPV agrees to supply INTI with SUBA-Itraconazole hard capsules and provide a license to certain intellectual property rights (hereinafter referred to as the THIRD SLA); and
WHEREAS, Mayne Pharma desires to grant, and INTI desires to accept, a sub license of the rights granted to Mayne Pharma under the HEAD LICENSE in the LICENSED FIELD and the TERRITORY (both as hereinafter defined), upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
All references to particular Exhibits, Articles or Paragraphs shall mean the Exhibits to, and Paragraphs and Articles of, this Agreement, unless otherwise specified. For the purposes of this Agreement and the Exhibits hereto, the following words and phrases shall have the following meanings:
1.1 AFFILIATED COMPANY as used herein in either singular or plural shall mean any corporation, company, partnership, joint venture or other entity, which controls, is controlled by or is under common control with INTI. For purposes of this Paragraph 1.1, control shall mean the direct or indirect ownership of at least fifty- percent (50%).