Anixa Biosciences Inc Sample Contracts

COMMON STOCK PURCHASE WARRANT ANIXA BIOSCIENCES, INC.
Common Stock Purchase Warrant • March 24th, 2021 • Anixa Biosciences Inc • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 22, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Anixa Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the terms of the Underwriting Agreement, dated as of March 22, 2021, among the Company and H.C. Wainwright & Co., LLC as representative of the underwriters named therein, as amended, modified or suppleme

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ANIXA BIOSCIENCES, INC. Shares of Common Stock (par value $0.01 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • September 9th, 2022 • Anixa Biosciences Inc • Pharmaceutical preparations • New York

Anixa Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • June 11th, 2019 • Anixa Biosciences Inc • Services-medical laboratories • New York
COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • April 24th, 2013 • Copytele Inc • Computer peripheral equipment, nec • Illinois

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of April 23, 2013 by and between COPYTELE, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 24th, 2013 • Copytele Inc • Computer peripheral equipment, nec • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 23, 2013, by and between COPYTELE, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

ANIXA BIOSCIENCES, INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]
Indenture • September 9th, 2022 • Anixa Biosciences Inc • Pharmaceutical preparations • New York
ANIXA BIOSCIENCES, INC. AMENDED AND RESTATED UNDERWRITING AGREEMENT
Underwriting Agreement • March 24th, 2021 • Anixa Biosciences Inc • Pharmaceutical preparations • New York

The undersigned, Anixa Biosciences, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Anixa Biosciences, Inc. the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. This Amended and Restated Underwriting Agreement amends, restates and supersedes in its entirety the prior underwriting

BETWEEN COPYTELE INC. AND
Share Subscription Agreement • March 12th, 2008 • Copytele Inc • Computer peripheral equipment, nec • Delaware
BETWEEN
Loan and Pledge Agreement • March 12th, 2008 • Copytele Inc • Computer peripheral equipment, nec • England
DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • March 8th, 2017 • ITUS Corp • Patent owners & lessors • New York

The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by ITUS Corporation, a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.01 per share (the “Common Stock”), and certain of its outstanding warrants (the “Warrants”) subscription rights (the “Rights”) as set forth in the Prospectus Supplement to be filed on or about March 3, 2017 to the Company’s Form S-3 shelf registration statement (File No. 333-206782) first filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 4, 2015, as amended, to subscribe for and purchase shares of Common Stock (the “Rights Shares”), at a subscription price equal to the lesser of (i) $3.24 and (ii) a 15% discount to the volume weighted average price for our Common Stock for the five (5) trading day period through and including Friday, March 24, 2017 (the “Su

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 15th, 2014 • Copytele Inc • Patent owners & lessors • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 15, 2014, between CopyTele, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).

COPYTELE, INC.
Stock Award Agreement • September 2nd, 2004 • Copytele Inc • Computer peripheral equipment, nec • New York
PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • May 17th, 2017 • ITUS Corp • Patent owners & lessors • New York

This letter (this “Agreement”) constitutes the agreement between ITUS Corporation, a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.

ANIXA BIOSCIENCES, INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]
Indenture • June 11th, 2019 • Anixa Biosciences Inc • Services-medical laboratories • New York

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

Exhibit 10.1 LONG TERM AGREEMENT AGREEMENT # 952619
Long Term Agreement • May 25th, 2007 • Copytele Inc • Computer peripheral equipment, nec
November 1, 2021 ANIXA BIOSCIENCES, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK
Warrant Agreement • January 4th, 2022 • Anixa Biosciences Inc • Pharmaceutical preparations • Delaware

This Warrant is issued to ACORN MANAGEMENT PARTNERS, L.L.C. (the “Holder”) by ANIXA BIOSCIENCES, INC., a Delaware corporation (the “Company”), pursuant to the terms of that certain Professional Relations and Consulting Agreement, dated as of November 1, 2021, by and among the Company and the Holder (the “Agreement”).

Exhibit 10.13 [CopyTele Logo] January 11, 2002 Futaba Corporation 629 Oshiba, Mobara-shi Chiba-ken 297-8588, Japan Attention: Mr. Hiroaki Kawasaki Dear Mr. Kawasaki: CopyTele, Inc. and Futaba Corporation are parties to a Joint Cooperation Agreement...
Joint Cooperation Agreement • January 29th, 2002 • Copytele Inc • Computer peripheral equipment, nec

This is to confirm that Futaba will pay to CopyTele, within ten days of the date of this letter agreement, the sum of $3 million as part of the compensation payable by Futaba pursuant to Section 6.2 of the Agreement.

Warrant to Purchase 500,000 Shares ITUS CORPORATION COMMON STOCK PURCHASE WARRANT
Warrant Agreement • December 7th, 2016 • ITUS Corp • Patent owners & lessors • New York

This certifies that, for good and valuable consideration, ITUS Corporation, a Delaware corporation (including any successor thereto with respect to the obligations hereunder, by merger, consolidation or otherwise, the “Company”), grants to Adaptive Capital LLC or permitted assigns (the “Warrantholder”) the right to subscribe for and purchase, in whole or in part, from time to time from the Company Five Hundred Thousand (500,000) duly authorized, validly issued, fully paid and nonassessable shares (the “Warrant Shares”) of the Company's Common Stock, par value $.01 per share (the “Common Stock”), at the purchase price per share $[___] (the “Exercise Price”) at any time prior to 5:00 p.m., New York time on the Expiration Date, all subject to the terms, conditions and adjustments herein set forth. The terms that are capitalized herein shall have the meanings specified in Section 11 hereof, unless the context shall otherwise require.

Note: Confidential treatment requested with respect to certain portions hereof denoted with “[***]” COLLABORATION AGREEMENT
Collaboration Agreement • January 9th, 2018 • ITUS Corp • Patent owners & lessors • Florida

THIS AGREEMENT is entered into on November 17, 2017 (hereinafter “Effective Date) by and between H. Lee Moffitt Cancer Center and Research Institute, Inc. a non-profit Florida corporation organized pursuant to Section 1004.43, Florida Statutes, whose address is 12902 Magnolia Drive Tampa, Florida 33612 (“Moffitt”) and Certainty Therapeutics, Inc., a corporation duly organized under the laws of Delaware whose address is 3150 Almaden Expressway, Suite 250, San Jose, California 95118 (hereinafter "Company"). Moffitt and Company are hereinafter referred to individually as “Party” and collectively as “Parties.”

Warrant No. ___ Expiration Date: February 7, 2016
Warrant Agreement • February 10th, 2011 • Copytele Inc • Computer peripheral equipment, nec • New York

This certifies that, for good and valuable consideration, CopyTele, Inc., a Delaware corporation (including any successor thereto with respect to the obligations hereunder, by merger, consolidation or otherwise, the “Company”), grants to ___________________ or permitted assigns (the “Warrantholder”) the right to subscribe for and purchase, in whole or in part, from time to time from the Company ______________________________ duly authorized, validly issued, fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s Common Stock, par value $.01 per share (the “Common Stock”), at the purchase price per share of $0.1786 (the “Exercise Price”) at any time prior to 5:00 p.m., New York time on the Expiration Date, all subject to the terms, conditions and adjustments herein set forth. The terms that are capitalized herein shall have the meanings specified in Section 10 hereof, unless the context shall otherwise require.

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Exhibit 10.1 ------------
Technology License Agreement • September 19th, 2008 • Copytele Inc • Computer peripheral equipment, nec
EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • November 30th, 2011 • Copytele Inc • Computer peripheral equipment, nec • California

This Exclusive License Agreement (“Agreement”), dated and effective as of May 27th, 2011 (“Effective Date”), is made and entered into by and between CopyTele Inc., having its office at 900 Walt Whitman Road, Melville, New York 11747 (“Licensor”), on the one hand, and AU Optronics Corp. (“Licensee”), having its office at 1 Li-Hsin Road 2, Hsinchu Science Park, Hsinchu, Taiwan, on the other hand.

TERMINATION AGREEMENT
Termination Agreement • December 8th, 2014 • ITUS Corp • Patent owners & lessors • England

Termination Agreement, dated as of August 29, 2014, by and between CopyTele, Inc., a Delaware corporation having an address at 900 Walt Whitman Road, Melville, New York 11747 (“CopyTele”), and Videocon Industries Limited, a company existing under the laws of India, having its principal place of business at 2nd Floor, Fort House, D.N. Road, Fort, Mumbai, 400 001 India (“Videocon”).

COLLABORATIVE RESEARCH AGREEMENT
Collaborative Research Agreement • December 7th, 2016 • ITUS Corp • Patent owners & lessors • Pennsylvania

This COLLABORATIVE RESEARCH AGREEMENT (the “Agreement”) is made as of the 14th day of July, 2015 (the “Effective Date”) by and between THE WISTAR INSTITUTE OF ANATOMY AND BIOLOGY, a Pennsylvania nonprofit corporation (“Wistar”) and ANIXA DIAGNOSTIC CORPORATION, a Delaware corporation (“Collaborator”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 29th, 2013 • Copytele Inc • Computer peripheral equipment, nec • California

This Employment Agreement (“Agreement”) is hereby made and entered into as of the 19th day of September, 2012 (the “Effective Date”), by and between COPYTELE, INC., a Delaware corporation (the “Company”), and John Roop (“Employee”).

COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • July 15th, 2014 • Copytele Inc • Patent owners & lessors

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 11:59:59 p.m. (local time in New York City, New York) on July __, 2019 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CopyTele, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of a series of warrants (the “Other Warrants” and such Other Warrants collectively with this Warrant, the “Warrants”) issued pursuant to the Purchase Agreement (as defined below).

At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • October 2nd, 2015 • ITUS Corp • Patent owners & lessors • New York

ITUS Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with National Securities Corporation (“NSC”), as follows:

LICENSE AGREEMENT
License Agreement • November 30th, 2011 • Copytele Inc • Computer peripheral equipment, nec • California

This License Agreement (“Agreement”), dated and effective as of May 27th , 2011 (“Effective Date”), is made and entered into by and between CopyTele Inc., having its office at 900 Walt Whitman Road, Melville, New York 11747 (“Licensor”), on the one hand, and AU Optronics Corp. (“Licensee”), having its office at 1 Li-Hsin Road 2, Hsinchu Science Park, Hsinchu, Taiwan, on the other hand.

AMENDMENT 1 TO THE COLLABORATION AGREEMENT BETWEEN
Collaboration Agreement • September 6th, 2019 • Anixa Biosciences Inc • Services-medical laboratories

The Agreement described above was previously entered into on November 17, 2017 (hereinafter "Effective Date) by and between H. Lee Moffitt Cancer Center and Research Institute, Inc. a non-profit Florida corporation organized pursuant to Section 1004.43, Florida Statutes, whose address is 12902 Magnolia Drive, Tampa, Florida 33612 ("Moffitt") and Certainty Therapeutics, Inc., a corporation duly organized under the laws of Delaware whose address is 3150 Almaden Expressway, Suite 250, San Jose, California 95118 (hereinafter "Company"). Moffitt and Company are hereinafter referred to individually as "Party" and collectively as "Parties."

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • December 8th, 2014 • ITUS Corp • Patent owners & lessors • New York

This Debt Conversion Agreement (this “Agreement”), dated as of September 9, 2014, by and between ITUS Corporation, a Delaware corporation (the “Company”), and Adaptive Capital LLC (“Adaptive”), a Delaware limited liability company.

AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • March 10th, 2010 • Copytele Inc • Computer peripheral equipment, nec
Assignment Agreement
Assignment Agreement • June 10th, 2021 • Anixa Biosciences Inc • Pharmaceutical preparations • Delaware

This Assignment Agreement (“ASSIGNMENT”) is entered into as of April 30, 2021, (“Effective Date”) by and between OntoChem GmbH, a German limited liability company registered at the courts of Stendal whose address is Blücherstrasse 24, 06120 Halle (Saale), Germany (“ASSIGNOR”), MolGenie GmbH, a German limited liability company registered at the Courts of Stuttgart (“ASSIGNEE”), whose address is Felix-Dahn-Str. 4, 70597 Stuttgart, Germany, and Anixa Biosciences, Inc., a Delaware corporation, located at 3150 Almaden Expressway, Suite 250, San Jose, CA 95118, U.S.A. (“ANIXA”) (each a “Party” and collectively the “Parties”); and with reference to the following facts:

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