EXCLUSIVE LICENSE AGREEMENT
BETWEEN THE UNIVERSITY OF CHICAGO AND PYXIS ONCOLOGY
FOR CANCER IMMUNOTHERAPY TECHNOLOGY
This License Agreement (Agreement), dated April 16th, 2020 (the Effective Date), is between The University of Chicago, an Illinois not-for-profit corporation (University), and Pyxis Oncology, Inc., a Delaware corporation, having an address 800 Boylston St, Boston, MA 02199 (Company). Each hereunder may be referred to separately as the Party, or together as the Parties.
WHEREAS, University has certain Licensed Patents and Technical Information arising from the disclosures entitled, Therapeutic targets identified on dysfunctional TIL, further identified as UCHI 2650, Beta-catenin inhibitors in cancer immunotherapy, further identified as UCHI 2381, and Methods for Diagnosis and Treatment of Cancer Through Identification and Suppression of T-cell Anergy by way of the EGR2 Transcriptome, further identified as UCHI 2232, regarding the work of Thomas Gajewski, Jason Williams, Brendan Horton, Stefani Spranger, Robbert Spaapen, Yan Zheng, and Yuanyuan Zha, funded in part by the U.S. government;
WHEREAS, Company wishes to obtain an exclusive license under such Licensed Patents and access such Technical Information to diligently develop and commercialize Licensed Products; and
WHEREAS, University is willing to grant such rights in accordance with the terms and conditions of this Agreement to afford the public access to Licensed Products.
NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows:
The capitalized terms listed below and used in this Agreement will have the meanings set forth in this Section 1 (Defined Terms). A glossary of Defined Terms is included in Schedule H.
Affiliate means: (i) with respect to University, any corporation or other entity that directly or indirectly controls, is controlled by, or is under common control with, University where control means direct or indirect ownership of, or other beneficial interest in, fifty percent (50%) or more of the voting stock, other voting interest, or income of a corporation or other entity or the ability to direct the affairs of such other entity through contract rights or otherwise; and (ii) with respect to any entity other than University, any corporation or other entity that directly or indirectly controls, is controlled by, or is under common control with, such other entity, where control means direct or indirect ownership of, or other beneficial interest in, fifty percent (50%) or more of the voting stock, other voting interest, or income of a corporation or other entity or the ability to direct the affairs of such other entity through contract rights or otherwise, but any portfolio company of any stockholder of Company (which stockholder is a venture capital fund or private equity fund) shall be deemed not to be under common control with Company.
Calendar Quarter means each of the four, three-month periods ending on March 31st, June 30th, September 30th, or December 31st.
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