AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT
November 30th, 2020
THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (the
“Amended and Restated Agreement”) dated as of November 30th, 2020 (the “Effective Date”), is made and entered into by and between Longwood University (“Longwood”) having a place of business at 201 High Street, Farmville, VA 23909 and Kiromic Biopharma, Inc. (the “Company”), a Delaware corporation, with its principal place of business located at 7707 Fannin St, Suite 140, Houston, TX 77054. Longwood and the Company shall be individually referred to as a “Party” and collectively referred to as “Parties” in this Agreement.
WHEREAS, under research programs funded by Longwood through research conducted by Dr. Amorette Barber, who has developed an invention pertaining to "T-cells expressing a chimeric- PD1- CD3zeta receptor reduce tumor burden in multiple murine syngeneic models of solid cancer" which is described and claimed in PCT/US2018/052799 and International publication number WO 2019/067504 as noted in Appendix A. The Company desires to acquire an exclusive license in the License Field to commercially develop and use the Technology covered by Patent Rights. Patent Rights shall mean the Valid Claims of the Patents (described in Appendix A) to the extent that Longwood is legally entitled to grant such rights. Longwood is willing to grant the Company the exclusive global license under the Patent Rights and the Know-How subject to the terms and conditions below;
WHEREAS, Longwood and the Company have previously entered into an Exclusive License Agreement, dated as of March 25, 2020 (the "Original License Agreement"); and
WHEREAS, Longwood and the Company desire to amend and restate the Original License Agreement in its entirety, on the terms and conditions hereinafter set forth. THIS AMENDED AND RESTATED AGREEMENT REPLACES AND SUPERSEDES THE ORIGINAL LICENSE AGREEMENT ENTERED BETWEEN THE PARTIES ON MARCH 25, 2020.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Original License Agreement as follows:
|1.||GRANT AND SCOPE OF LICENSE|
|1.1||“Product” shall mean any article, device or composition, the manufacture, method, use, or sale of which, in whole or in part, absent the license granted hereunder would infringe, or is covered by, one or more claims of Patent Rights.|
|1.2||“IP Rights”, “Technology”, or “Longwood IP” shall mean Longwood’s rights in the Patent Applications listed in Appendix A and/or the equivalent of such application including any division, continuation (but not including continuation-in-part) and/or any foreign patent application and/or Letters Patent, and/or the equivalent thereof issuing thereon, and/or reissue, reexamination and/or extension thereof and all associated knowhow.|