Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT BETWEEN STEALTH PEPTIDES INTERNATIONAL INC. AND CORNELL UNIVERSITY FOR DOCKET NO. [**]Exclusive License Agreement • October 26th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
THIS EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is made effective as of the date last signed below (“Effective Date”) by and between Stealth Peptides International Inc. (“LICENSEE”), a corporation of the Cayman Islands, that has a principal place of business and offices at 2nd Floor, Le Prince de Galles, 3-5 Avenue des Citronniers, Monaco, and Cornell University (“Cornell”) as represented by its Cornell Center for Technology Enterprise and Commercialization (“CCTEC”) at 395 Pine Tree Road, Ithaca, NY. LICENSEE and Cornell are each referred to individually as “Party” and collectively as “Parties.” The Parties hereby agree as follows:
STEALTH BIOTHERAPEUTICS CORP Incentive Option AgreementStealth Biotherapeutics Corp • October 26th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
ContractWarrant Agreement • October 26th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 26th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
This First Amendment to that certain Exclusive License Agreement, effective as of April 20, 2006 (the “Effective Date”), among Stealth Peptides International Inc. (“LICENSEE”), a corporation of the Cayman Islands, that has a principal place of business and offices at 2nd Floor, Le Prince de Galles, 3-5 Avenue des Citronniers, Monaco, Cornell Research Foundation, Inc. (“CRF”), a nonprofit corporation of the State of New York and wholly owned subsidiary of Cornell University (“Cornell”), having an office at 395 Pine Tree Road, Suite 310, Ithaca, NY 14850, and Institut de Recherches Cliniques de Montreal (“IRCM”), having a principal place of business and offices at 110 ave des Pins Ouest, Montreal, Quebec, Canada H2W 1R7 (the “Exclusive License Agreement”, also known as FOUNDATION Contract No. 2006-11-1691) is effective as of the date last executed below (the “First Amendment Date”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Exclusive Lic
