Redactions with respect to certain portions hereof denoted with “***” AMENDMENT 2 TO THE COLLABORATION AGREEMENT BETWEEN CERTAINTY THERAPEUTICS, INC. AND

Exhibit 10.10

Redactions with respect to certain portions hereof denoted with “***”

AMENDMENT 2 TO THE COLLABORATION AGREEMENT

BETWEEN

CERTAINTY THERAPEUTICS, INC.

AND

H. XXX XXXXXXX CANCER CENTER AND RESEARCH INSTITUTE, INC.

Moffitt Agreement Identifier: Anixa-CERTainty Contract (Xxxxxx-Xxxxxx) 17-0173

Project Title: Development of CAR-T/CER-T Therapies for Ovarian and Prostate Cancer

Xxxxxxx Principal Investigator: Xx. Xxxx Xxxxxx-Xxxxxx

The “Agreement” described above was previously entered into on November 17, 2017 (hereinafter “Effective Date) and duly amended on July 24, 2019 (“Amendment 1 Effective Date”) by and between H. Xxx Xxxxxxx Cancer Center and Research Institute, Inc. a non-profit Florida corporation organized pursuant to Section 1004.43, Florida Statutes, whose address is 00000 Xxxxxxxx Xxxxx, Xxxxx, Xxxxxxx 00000 (“Moffitt”) and Certainty Therapeutics, Inc., a corporation duly organized under the laws of Delaware whose address is 0000 Xxxxxxx Xxxxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxxxxxxxxx 00000 (hereinafter “Company”). Moffitt and Company are hereinafter referred to individually as “Party” and collectively as “Parties.”

WHEREAS, Moffitt requests an extension of the Agreement end date from November 17, 2020 to November 17, 2021; and

WHEREAS, Moffitt requests Company to provide additional funds to cover Xxxxxxx’x management of services provided by a third-party vendor to carry out Third Party Materials production as part of the Development Plan; and

WHEREAS, Company agrees to Xxxxxxx’x extended participation in the investigation set forth in the Research Plan attached as Exhibit B to the original Agreement; and

WHEREAS, Company agrees to provide additional funds to Moffitt as defined herein as Exhibit C-1 in this Amendment 2; and

WHEREAS, Moffitt and Company agree to these modifications as set forth by procedures described in Section 13.9 of the original Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein as covenants, and the mutual promises herein made and exchanged, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Moffitt agree to the following:

1. Terms. Capitalized terms in this Amendment 2 shall have the same meaning as those in the Agreement, unless specifically defined in the Amendment 2. All section and paragraph references refer to sections or paragraphs, as applicable, in the Agreement.

Redactions with respect to certain portions hereof denoted with “***”

2. Amendments.

2.1 ARTICLE 7 Term and Termination shall hereby be deleted and replaced with the following:

7.1 This Agreement will commence as of the Effective Date set forth in the first paragraph of this Agreement and unless terminated otherwise as provided herein, this Agreement will expire forty-eight (48) months from such date, unless extended upon mutual written agreement of the Parties (“Term”).

2.2 Exhibit C-1 as outlined herein shall be incorporated into the Agreement as an addendum to Exhibit C of the Agreement. Exhibit C-1 describes the additional funding amount to be added to the Budget and the Payment Schedule for said funding amount.

3. Interpretation. Except as expressly modified herein, the Agreement shall remain in full force and effect in accordance with its terms. To the extent there are any inconsistencies or ambiguities between this Amendment 2 Amendment and the Agreement, the terms of this Amendment 2 shall supersede the Agreement.

IN WITNESS WHEREOF, the Parties have caused this Amendment 2 to the Agreement to be executed by their duly authorized representatives as of the date of last signature below (the “Amendment 2 Effective Date”).

CERTAINTY THERAPEUTICS, INC.
BY:	/s/ Xxxx Xxxxx
Name:	Xxxx Xxxxx
Title:	Chief Executive Officer (CEO)
Date:	October 13, 2020

H. XXX XXXXXXX CANCER CENTER AND RESEARCH INSTITUTE, INC.
BY:	/s/ Xxxxxxxx X. Xxxxxx
Name:	Xxxxxxxx X. Xxxxxx
Title:	Director, Office of Sponsored Research
Date:	10/16/2020

Redactions with respect to certain portions hereof denoted with “***”

EXHIBIT C-1

ADDENDUM TO BUDGET

Principal Investigator: Xxxxxx-Xxxxxx, Xxxx
BUDGET - YEAR 1
PERSONNEL					YEAR 1	YEAR 2	TOTAL
NAME	ROLE ON PROJECT	Percent Effort Devoted	Calendar Months Devoted		Salary and Fringe Benefits	Salary and Fringe Benefits
KEY PERSONNEL (MCC A)
Xx. Xxxxxx-Xxxxxx	PI	***	***
Xx. Xxxxx-Xxxx	Co-I	***	***
		***	***
TECHNICAL STAFF (MCC B)
SUBTOTALS					$       ***	$       -	$       ***
Other Expenses
Subawards/Consortium Contractual Costs					$       ***
Alliance Management Fee					$       ***
							$       ***
SUBTOTAL DIRECT COSTS					$       ***	$       -	$       ***
FACILITIES AND ADMINISTRATIVE COSTS @			***		$       ***	#REF!	$       ***
TOTAL COSTS FOR TOTAL PERIOD					$      262,804	#REF!	$      262,804
					$150,000 upon execution of Agreement
PAYMENT SCHEDULE					$112,804 upon completed generation of viral vector for clinical trial