COMPOUND ASSIGNMENT AGREEMENT
Exhibit
10-3
In
consideration of the mutual promises set forth in this Compound Assignment
Agreement (the "Agreement"), Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇, residing at ▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (the "Inventor") and Cellceutix Corporation, a
Delaware corporation with an office at ▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ ("Cellceutix") agree as follows:
1.
Inventor assigns all of his/her right title and interest to the substance
identified by the chemical structure set forth in Attachment A (the "Compound)
to Cellceutix. The Compound is also known by the name KM 278 The term
Compound includes all hydrates,salts and esters of the above-identified
substance as well as individual enantiomers and any and all mixtures
thereof. The term Compound also includes any substances developed using
the Compound as a starting material or intermediate or using the Compound as
a
model or template.
2.
The assignment of the rights to the Compound includes but is not limited
to:
a)all data relating to the Compound developed by the Inventor prior to the
Agreement or hereafter;
b)any patents, patent applications, trademarks and copyrights covering the
Compound.
3.
The inventor agrees to provide reasonable assistance to Cellceutix in filing
and
prosecuting patent applications related to the Compound as well as in enforcing
patents and other intellectual property relating to the Compound.
Cellceutix will reimburse the Inventor for any expenses reasonably incurred
in
providing this assistance.
4.
Cellceutix will use reasonable efforts to develop the Compound giving
consideration to the funding available to Cellceutix. If Cellceutix
decides in the reasonable exercise of its business judgment to develop another
substance in preference to the Compound, that will not be considered a breach
of
this agreement.
5.
Cellceutix will pay all expenses associated with developing the
Compound.
6.
Cellceutix will pay the Inventor 5% of the Net Sales of the Compound for as
long
as there is a composition of matter patent in force in the country in which
the
sale takes place. If no composition of matter patent is issued in a
particular country, Cellceutix will pay the Inventor 3% of Net Sales in that
country for a period of 10 years from the first commercial sale.
7.
This Agreement supercedes all prior agreements between the Inventor and
Cellceutix and between the Inventor and any officer of Cellceutix.
8.
Cellceutix may assign this Agreement to any party that agrees to assume its
obligations hereunder. Cellceutix may license any of the rights granted
hereunder in the reasonable exercise of its business judgment.
9.
This Agreement will be governed by the laws of the State of New York without
giving effect to its rules on conflict of laws. Any dispute arising under
this agreement will be resolved by arbitration in New York City under the rules
of the American Arbitration Association.
