Exhibit 10.1
Execution Version
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BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL
License Agreement
This License Agreement (“Agreement”)
is made effective as of the date of last signature below (“Effective Date”), by and between INmune Bio Inc., a corporation
formed under the laws of the state of Nevada and having an address at 225 NE Mizner Blvd., STE 640, Boca Raton, FL 33432 U.S.A. (“INmuneBio”),
and Elevai Labs, Inc., a Delaware corporation with an address located at 1120 Newport Center Drive, Suite 250, Newport Beach, California
95618 (“Licensee”). Each of INmuneBio and Licensee may be individually referred to herein as a “Party,” and collectively
as the “Parties”.
RECITALS
WHEREAS, INmuneBio has developed proprietary
and confidential Technology as defined herein.
WHEREAS, INmuneBio seeks an innovator partner
to license and make use of the Technology in furtherance of the development and commercialization of Licensed Products in the Field and
Territory as defined herein.
NOW THEREOFRE, in consideration of the
mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
TERMS & CONDITIONS
Article 1. Definitions.
1.1. “Authorized
Indication” means any use that INmuneBio has expressly authorized for application of the Technology, which may be expressly set
forth in Article 2.2 herein, or by subsequent written instrument at INmuneBio’s sole and absolute discretion.
1.2. “Confidential
Information” means all materials, trade secrets, or other intellectual property and information, whether patentable or not, including,
without limitation, information and materials regarding the Technology that is disclosed at any time by INmuneBio to Licensee under this
Agreement, including without limitation the Know-How and Trade Secrets.
1.3. “Field”
means development and sale of one or more Licensed Products indicated for topical applications in an Authorized Indication.
1.4. Know-How
means confidential and proprietary information, understanding, skills and practical knowledge related to cGMP manufacture of a Licensed
Product, including but not limited to, manufacturing protocols, equipment, arrangement of equipment, pressure and/or temperature conditions,
methods, processes, sources of materials, ideas, and conceptions, whether patentable or not, and confidential and proprietary tangible
materials, including media reagents, columns, and other tangible things, the usage of which is involved in the cGMP manufacture of a Licensed
Product.
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FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL
1.5. “Licensed
Product(s)” means products including human umbilical cord derived mesenchymal stromal cells (hucMSCs) and all biological materials
derived therefrom, including without limitation, extracellular vesicles (EVs) and conditioned media, which are manufactured at least in
part according to the Know-How or according to the Trade Secrets and developed and/or sold for an Authorized Indication.
1.6. “Sales”
means net sales, and shall be calculated as (a) the aggregate sum of all gross invoice prices of, plus the fair market value of any non-cash
consideration received from, Licensed Products sold by Licensee or its Affiliates in the Territory, less (b) the aggregate sum of the
following actual and customary deductions, where applicable and separately listed: (i) cash, trade, or quantity discounts; (ii) sales,
use, tariff, import/export duties or other excise taxes imposed on particular sales; (iii) transportation charges; and (iv) credits to
customers because of rejections or returns.
1.7. “Technology”
means, with respect to Licensed Products, the Know-How and Trade Secrets described in Schedule 1 or otherwise as disclosed by INmuneBio
to Licensee regarding cGMP manufacture of hucMSCs and biological derivatives thereof.
1.8. “Territory”
means worldwide.
1.9. “Trade
Secret” means the confidential and proprietary information disclosed by INmuneBio to Licensee, in oral or written form, relating
to cGMP manufacture of a Licensed Product, or of an upstream or downstream component thereof, which is generally unknown to the public,
and not easily discovered by observation or examination, and for which reasonable efforts have been made to maintain secrecy thereof.
Article 2. Grant of Rights
2.1. License
Grant. Subject to the terms and conditions of this Agreement, INmuneBio hereby grants to Licensee and Licensee hereby accepts, a non-exclusive
license, but exclusive as to the Field and Territory, to make commercial use of the Technology for manufacture, development and sale of
one or more Licensed Products for use in an Authorized Indication, subject to such Licensed Products being manufactured in compliance
with all laws and regulations, including manufacture within registered cGMP facilities, and using only cords from an Authorized Source.
To the extent the licenses granted to the Technology for the Licensed Products inadvertently omit or misallocate ownership of such Technology
as between INmuneBio and Licensee, and further licenses to the Technology are reasonably necessary to give effect to the intent of the
Parties in entering into this Agreement, INmuneBio hereby grants to Licensee such further licenses to the Technology as are consistent
with the terms of this Agreement and reasonably necessary to give effect to the intent of the Parties.
2.2. Authorized
Indications. The License Grant under Article 2.1, above, shall apply only to an Authorized Indication, which shall expressly include:
| a. | Topical application (including, without limitation, topical application to skin and hair) of a Licensed
Product as a cosmetic under the Food, Drug, and Cosmetic Act (FD&C Act, sec. 201(i)). |
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OR CONFIDENTIAL
2.3. Unauthorized
Indications. Unless authorized by subsequent instrument, the License Grant under Article 2.1, above, shall exclude all other indications
that is not one of the Authorized Indications under Article 2.2, including but not limited to, intravenous and subcutaneous administration
of a Licensed Product, and application of a Licensed Product for any diagnosis, cure, mitigation, treatment, or prevention of disease
in man or other animal that is not an Authorized Indication.
2.4. Liquidated
Damages. The Parties agree that in the event of a breach of any of Articles 2.2 to 2.3, such breach shall be a material breach, from which
irreparable harm will occur, and for which damages will be unascertainable due to the nature of the breach. As such, the Parties have
provided considerable thought as to the measure of damages for such breach, and agree to liquidated damages as the sole remedy for such
material breach of any of Articles 2.2-2.3, which liquidated damages shall be calculated as twenty-five percent (25%) of gross sales of
a Licensed Product used in an Unauthorized Indication.
2.5. First
Right of Refusal. From time to time during the term of this Agreement, Licensee shall have the right of first refusal to add one or more
of the following indications as Authorized Indications. Accordingly, upon Licensee’s receipt of written notice from INmuneBio of
its intent to license to a third-party, Licensee shall have sixty (60) days to execute an amendment to this Agreement, to add one or more
of the following indications as Authorized Indications:
2.6. For
each Licensed Product, to the extent required by applicable law or regulation, Licensee shall obtain written decision from the FDA, EMA,
or other regulatory agency where Licensed Products are to be manufactured and/or sold describing whether the Licensed Product is classified
as a “cosmetic” or a “drug”, and Licensee shall provide a copy of the written decision to INmuneBio upon request.
Notwithstanding anything else herein, characterization of a Licensed Product as a cosmetic or drug shall be determined by the laws and
regulations of each country within the Territory on a country-by-country basis.
2.7. Authorized
Source. Licensee shall be responsible to source, from a third-party vendor, any and all human umbilical cords to be utilized with application
of the Technology for manufacturing Licensed Products. However, prior to applying the Technology to such human umbilical cords obtained
from a source, Licensee agrees to first disclose the source of all such human umbilical cords to INmuneBio and obtain written authorization
from INmuneBio to apply the Technology to the cord(s) from any such source. INmuneBio shall have a right to request any information pertinent
to ethical sourcing and donor screening, and Licensee agrees to provide the requested information to the extent allowable by law. INmuneBio
agrees to not unreasonably withhold, delay or condition authorization for application of the Technology to Licensee’s ethically
sourced human umbilical cords.
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2.8. Express
Authorized Source. INmuneBio hereby expressly authorizes Licensee to apply the Technology according to the license to human umbilical
cords sourced from [*] and obtained from consenting mothers having a cesarian-section or vaginal delivery at full term of at least thirty-nine
(39) weeks as evidenced by documentary records, which shall be maintained by Licensee for a period of at least five (5) years from the
date a cord is obtained by Licensee.
2.9. Manufacturing
Requirements. Licensee shall establish or contract with cGMP-compliant manufacturing facilities that meet all requirements of the FDA,
EMA, and other regulatory agencies where Licensed Products are to be manufactured and/or sold, and the Technology shall only be applied
to Licensed Products manufactured in such cGMP-compliant facilities.
2.10. Trademarks.
To the extent registered within the Territory, on a country-by-country basis, INmuneBio hereby grants to Licensee a non-exclusive license
to use the trademarks “EMx” and “EMx Technology”, which shall be used only in connection with the marketing and
sale of Licensed Products during the Term of this Agreement.
Article
3. Payments and Fees.
3.1. Tech
Transfer Fee. Licensee shall pay to INmuneBio a Tech Transfer Fee of [*], which shall be paid in accordance with the following schedule:
(a) [*] payable upon executing this Agreement, (b) thereafter on or prior to the date that is six months after the Effective Date [*],
and (c) the remaining balance of [*] payable upon completion of technology transfer or the date that is two years from the Effective date,
whichever is first to occur, which for purposes herein, “completion of technology transfer” shall be deemed achieved upon
successful completion of the first GMP manufactured batch of a Licensed Product. Notwithstanding the successful completion of the first
GMP manufactured batch of a Licensed Product, upon the request of Licensee, INmuneBio shall make qualified personnel reasonable available
to Licensee for support and troubleshooting purposes.
3.2. Royalty
on Cosmetic Products. Licensee shall pay INmuneBio a royalty of [*] of all Sales of Licensed Products characterized as “cosmetics”
in accordance with Article 2.6 and FD&C Act, sec. 201(i). Licensee shall have an option to seek a buyout of this Article 3.2 Royalty
on Cosmetic Products beginning on the date that is five (5) years after the first Royalty is paid to INmuneBio or upon reaching an aggregate
of royalties paid for Sales of cosmetic products of at least [*], whichever is first to occur. The buyout shall include good faith negotiations
between the Parties considering the value of the Technology and commercial successes of the Licensed Products.
3.3. Royalty
on Drug Products. If Article 2.2 is amended to provide an Authorized Indication for a drug product, Licensee shall pay INmuneBio a reasonable
royalty calculated from all Sales of Licensed Products characterized as “drugs” in accordance with Article 2.4 and FD&C
Act, sec. 201(g)(1); which reasonable royalty shall be determined by good faith negotiations between the Parties considering the value
of the Technology when integrated with the Licensed Products and shall be in the range of [*].
3.4. Licensee
shall provide INmuneBio an annual report each year after the Effective Date, within ninety (90) days following the end of Licensee’s
fiscal year, which annual report shall disclose all “cosmetic” and “drug” sales of Licensed Products and royalty
payments owed to INmuneBio. Upon receiving the annual report, INmuneBio shall thereafter provide to Licensee an Invoice for royalty payments
owed. INmuneBio shall have a right to audit the Licensee’s records no more frequently than every two (2) years, at INmuneBio’s
expense, except if the audit reveals a royalty payment discrepancy of greater than five percent (5%) then Licensee shall bear the cost
of INmuneBio’s audit.
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3.5. Licensee
shall pay for or reimburse the actual out-of-pocket costs (not to exceed $5,000 without prior written approval of Licensee) of INmuneBio’s
scientific staff to facilitate transfer of the Technology to Licensee’s manufacturing facilities, including efforts to prepare documents,
participate in discussions, visit sites, and otherwise transfer the Technology to Licensee.
3.6. Licensee
shall make all payments within thirty (30) days of receipt of an invoice from INmuneBio. Late payments not timely received shall be subject
to ten percent (10%) interest and late penalty adjustment, or the maximum interest and penalty allowable by law, whichever is less.
3.7. All
rights and licenses granted to Licensee under or pursuant to this Agreement are, and shall otherwise be, deemed to be, for purposes of
Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A)
of the U.S. Bankruptcy Code, or under similar statutes in other jurisdictions, as applicable. The Parties shall retain and may fully exercise
all of their respective rights and elections under the U.S. Bankruptcy Code.
Article 4. Confidential Information.
4.1. Treatment
of Confidential Information. Licensee shall maintain the Confidential Information in confidence, using appropriate security measures to
safeguard the confidentiality thereof, and shall not disclose, divulge or otherwise communicate such Confidential Information to others,
except to exploit the Confidential Information for its own internal use, or use it for any purpose, except pursuant to, and in order to
carry out, the terms and objectives of this Agreement, and hereby agrees to exercise commercially reasonable precautions to prevent and
restrain the unauthorized disclosure of such Confidential Information by any of its directors, officers, employees, consultants, subcontractors,
sublicensees, or agents. Prior to disclosure of Confidential Information to Licensee’s directors, officers, employees, consultants,
subcontractors, sublicensees, or agents, Licensee will enter into written agreements with such parties that contain restrictions on the
disclosure of confidential information that are at least as restrictive as the terms and conditions of this Agreement. With respect to
Know-How and Trade Secrets, the obligations of confidentiality and nondisclosure imposed on the Licensee by this Agreement shall continue
until the occurrence of one of the conditions set forth in Article 4.2. With respect to other forms of Confidential Information, the obligations
of confidentiality and nondisclosure imposed on the Licensee by this Agreement shall extend for the longer of (a) two (2) years from the
date of termination of this Agreement or (b) until the occurrence of one of the conditions set forth in Article 4.2. INmuneBio and Licensee
also agree to maintain the terms and conditions of the Agreement in confidence in accordance with this Article 4.1 for so long as this
Agreement remains in full force and effect; provided that Licensee may disclose this Agreement (x) to its attorneys, accountants, professional
advisors, (y) in connection with due diligence activities with respect to Licensee and (z) as required by applicable law or regulation.
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4.2. Release
of Obligations. The obligations of Licensee, and of its Affiliates’ directors, officers, employees and agents, with respect to any
Confidential Information disclosed thereto by INmuneBio pursuant to this Agreement shall cease if Licensee can establish to the satisfaction
of INmuneBio or, failing agreement by INmuneBio, of a court of competent jurisdiction (provided it is a court of last resort, the Parties
have agreed to abandon all appeals or the time for filing an appeal has expired) that the Confidential Information (a) was legally known
to or in the possession of Licensee, without obligation of confidentiality or non-use, at the time of disclosure to Licensee by INmuneBio;
(b) legally is or has become part of the public domain through no fault of Licensee; (c) has been disclosed to Licensee by a third party
on a non-confidential basis and without breaching any contractual, confidential or fiduciary obligation to INmuneBio or any law; or (d)
is required to be disclosed pursuant to law or valid court order, provided that Licensee promptly notifies INmuneBio of such required
disclosure and reasonably cooperates in any action by INmuneBio to limit the scope of the required disclosure. A general disclosure in
the public domain, or possession by Licensee of general information, will not cause more specific (but related) information to be excluded
as Confidential Information under one of the above exceptions; similarly, a combination of several pieces of information, where each piece
of information individually is in the public domain or in the possession of Licensee, will not operate to exempt the combination as Confidential
Information unless the combination itself is in the public domain.
4.3. Ownership
and Return of Confidential Information. All Confidential Information disclosed pursuant to this Agreement, together with all copies, reproductions,
summaries, evaluations, analyses, notes, reports or other records created by Licensee in respect of the Confidential Information and all
other information, know-how, data and materials generated by the use of the Confidential Information shall be treated as Confidential
Information of INmuneBio, shall be the sole and exclusive property of INmuneBio and shall be returned to INmuneBio by Licensee forthwith
upon written request. Notwithstanding the above, one copy of such material may be retained in the legal files of Licensee solely for compliance
purposes.
Article 5. Acknowledgement and Obligations.
5.1. Ownership.
INmuneBio will retain and own all right, title, and interest in and to the Know-How and Trade Secrets, including, for the avoidance of
doubt, any Improvements made by INmuneBio. Licensee acknowledges the validity and ownership by INmuneBio of the Technology. This Agreement
shall in no way be construed to grant Licensee any ownership rights in any of the Technology.
5.2. As
further consideration of this Agreement, upon the written request of INmuneBio at any time following the date of the successful completion
of the first GMP manufactured batch of a Licensed Product, Licensee agrees to supply a reasonable amount of hucMSCs to INmuneBio at a
price not to exceed actual cost plus [*]. Notwithstanding the foregoing, Licensee shall not have any obligation pursuant to this Section
5.2 to the extent that Licensee does not have or cannot reasonably obtain a sufficient supply of hucMSCs to meet INmuneBio’s request
hereunder.
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Article 6. Representations and Warranties,
Limitations of Liability and Disclaimers.
6.1. Mutual
Representations. Each party hereto represents and warrants to the other that: (a) it has the full right and power to enter into and fully
perform this Agreement in accordance with its terms; (b) this Agreement constitutes a legal, valid and binding agreement of such party,
enforceable against such party in accordance with its terms; (c) it will comply with all applicable laws and regulations in the exercise
and performance of its rights and obligations under this Agreement; and (d) its execution, delivery and performance of this Agreement
throughout its duration: (i) does not require consent from any third party; (ii) will not violate (with the lapse of time or giving of
notice or both) rights granted by such party to any third party or violate or otherwise interfere with the provisions of any agreement
to which such party is a party or otherwise bound; (iii) will not preclude such party from complying with the provisions hereof; and (iv)
will not violate any applicable law or regulation or judicial order.
6.2. IP
Representations. INmuneBio represents that it is unaware of any third-party intellectual property that would be infringed upon the practice
of the Technology. Notwithstanding the foregoing, INmuneBio has not conducted a freedom to operate or similar search or sought any such
legal opinion.
6.3. No
Warranty. INmuneBio, by this Agreement, makes no warranties or guarantees, either express or implied, arising by law or otherwise with
regard to the Technology, the Know-How and Trade Secrets or Licensed Products. In particular, INmuneBio assumes no obligation and makes
no representations or warranties hereunder, express or implied, in law or in fact, with respect to the utility, quality or characteristics
of the Technology or any use or embodiment thereof or with respect to the use of any Licensed Product or with respect to whether such
Licensed Products or any embodiments or modifications thereof would be in compliance with any federal, state or local laws, regulations,
standards or criteria with respect to any claim which may arise in connection with the sale or use of Licensed Products pursuant to this
Agreement. INMUNEBIO SPECIFICALLY DISCLAIMS AND WILL HAVE NO OBLIGATION OR LIABILITY FROM
THIS AGREEMENT WITH REGARD TO THE KNOW-HOW OR LICENSED PRODUCTS FOR ANY (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.
6.4. LIMITATION
OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS AND SHALL HAVE
NO OBLIGATION OR LIABILITY TO THE OTHER PARTY FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES
ARISING OUT OF ANY BREACH OF WARRANTY OR OTHERWISE UNDER THIS AGREEMENT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF
STATUTORY DUTY) OR OTHERWISE) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
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Article 7. Indemnification.
7.1. Indemnification
by Licensee. Licensee will indemnify and hold INmuneBio harmless from and against any and all claims, damages, liabilities, losses, costs
and expenses, including, without limitation, legal expenses and reasonable counsel fees, arising out of or incidental to or in any way
resulting from: (a) Licensee’s commercialization, and any customer’s use, of Licensed Products; (b) Licensee’s unauthorized
use and/or commercialization of the Technology and Licensed Products, and (c) any personal injury, death or property damage that arises
out of or relates to the sale of Licensed Products.
7.2. Indemnification
Procedure. Promptly after receipt by INmuneBio of a notice of commencement of any action involving the subject matter of the foregoing
indemnity provisions under Article 7.1, INmuneBio will promptly notify Licensee of the commencement thereof. Failure promptly to so notify
Licensee of any such claim shall not relieve Licensee of any such duty so to indemnify. Upon proper notification, Licensee shall have
the right, but not the obligation, to control the defense of INmuneBio against any such third-party claims, utilizing counsel chosen in
Licensee’s discretion, provided that INmuneBio may participate in any such defense, at its own expense, by separate counsel of its
choice, and further provided that any such participation shall not limit Licensee’s right to control such defense. Notwithstanding
anything contained in the foregoing sentence to the contrary, Licensee (a) shall not be entitled to have sole control over any third party
claim that seeks an order, injunction or other equitable relief against INmuneBio; or any action that is the subject of such third party
indemnification claim in which both Licensee and INmuneBio are named as parties and either INmuneBio or Licensee determines with advice
of counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the
other party or that a conflict of interest between such parties may exist in respect of such action, and (b) shall obtain the prior written
approval of INmuneBio before ceasing to defend against any third party indemnification claim or entering into any settlement, adjustment
or compromise of such claim involving injunctive or similar equitable relief being asserted against INmuneBio. INmuneBio shall cooperate
with Licensee in the provision of any such defense by providing to Licensee all such information, assistance and authority as may reasonably
be requested by Licensee.
Article 8. Term and Termination.
8.1. Term.
This Agreement shall commence upon the Effective Date and continue until the date that is ten years from the Effective Date or earlier
if terminated as set forth in this Article 8.
8.2. Termination
for Breach. INmuneBio and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the
other party is in breach of any of its obligations hereunder and shall fail to remedy any such default within sixty (60) days after notice
thereof by the non-breaching party.
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8.3. Termination
Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of: (a) the other party’s
making assignment for the benefit of its creditors or filing a voluntary petition under any bankruptcy or insolvency law, under the reorganization
or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import; or (b) the filing of
an involuntary petition against the other party under any bankruptcy or insolvency law, under the reorganization or arrangement provisions
of the United States Bankruptcy Code, or under any law of like import; or (c) the appointment of a trustee or receiver for the party or
its property.
8.4. Survival
of Obligations. Return of Confidential Information. Notwithstanding any expiration or termination of this Agreement, Articles 1, 4, 5,
6, 7, this Article 8.4 and Article 9 shall survive and continue to be enforceable as set forth herein. No termination of this Agreement,
in whole or in part, shall affect INmuneBio’s rights to reports and examination of Licensee’s books until all required reports
have been made. Upon any expiration or termination of this Agreement, Licensee shall promptly return to INmuneBio all Confidential Information,
and all copies thereof.
Article 9. Miscellaneous.
9.1. Governing
Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to its conflicts
of law principles.
9.2. Jurisdiction
and Venue. Each of the Parties (a) submits to the exclusive jurisdiction of any state or federal court sitting in the State of New York,
Borough of Manhattan for any action or proceeding arising out of or relating to this Agreement, (b) agrees that all claims in respect
of the action or proceeding may be heard and determined in any such court, and (c) agrees not to bring any action or proceeding arising
out of or relating to this Agreement in any other court. Each of the Parties waives any defense of inconvenient forum to the maintenance
of any action or proceeding so brought and waives any bond, surety or other security that might be required of the other Party with respect
thereto. Each Party agrees that a final judgment in any action or proceeding so brought will be conclusive and may be enforced by suit
on the judgment or in any other manner provided by law or at equity.
9.3. Waiver.
The waiver by either Party of a breach or a default of any provision of this Agreement by the other Party shall not be construed as a
waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of such Party to exercise
or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege
by such Party.
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9.4. Notices.
Any notice or other communication under this Agreement shall be effective when delivered in person or, if mailed, when deposited in the
mail by registered or certified mail, return receipt requested or, if transmitted by electronic mail, when sent by means confirming receipt,
addressed to the other party as follows:
If to INmuneBio:
Attn. Legal
INmune Bio Inc.
225 NE Mizner Blvd., STE 640
Boca Raton, FL 33432
[*]@inmunebio.com
|
If to Licensee:
Attn: Chief Executive Officer
Elevai Labs, Inc.
1120 Newport Center Drive, Suite 250
Newport Beach, California 95618
[*]@elevailabs.com
|
9.5. No Agency. Nothing herein shall be deemed
to constitute INmuneBio, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers
or partners for any purpose. Neither INmuneBio, on the one hand, nor Licensee, on the other hand, shall be responsible for the acts or
omissions of the other. No party will have authority to speak for, represent or obligate the other party in any way without prior written
authority from such other party.
9.6. Entire
Agreement. This Agreement contains the full understanding of the Parties with respect to the subject matter hereof and supersedes all
prior understandings and writings relating thereto. No waiver, alteration or modification of any of the provisions hereof shall be binding
unless made in writing and signed by the Parties.
9.7. Headings.
The headings contained in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement.
9.8. Severability.
In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid
or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected and the invalid
provision shall be severed herefrom.
9.9. Assignment.
This Agreement may not be assigned or transferred by operation of law, a change of control or otherwise by Licensee without the consent
of INmuneBio, which consent shall not be unreasonably withheld. In the event of an assignment, INmuneBio shall not charge an assignment
transfer fee or any equivalent thereof.
9.10. Signatures.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of such together shall
constitute one and the same instrument. Electronic signatures (including those received by DocuSign) shall be deemed to be original signatures.
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IN WITNESS WHEREOF, each of the Parties has duly
executed this Agreement as of the date first above written.
| INmuneBio |
|
Licensee |
| |
|
|
| /s/ Mark Lowdell |
|
/s/ Jordan R. Plews |
| Mark Lowdell, CSO |
|
Jordan R. Plews, PhD CEO of Elevai Labs Inc. |
| |
|
|
| Date: 1/16/2024 |
|
Date:1/16/2024 |
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SCHEDULE 1
“Technology”
INmune Bio EMx Technology: proprietary equipment,
processes and consumables useful for isolation and cGMP manufacture of human umbilical cord derived mesenchymal stromal cells (hucMSCs).
