IMMUNOCELLULAR THERAPEUTICS, LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 2017 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule A hereto (the “Underwriters,” or each, an “Underwriter”), for whom Maxim Group LLC is acting as representative (the “Representative”), an aggregate of 5,000 units (“the “Units”) each consisting of: (i) one share of the Company’s Series B 8.0% mandatorily convertible preferred stock, $0.0001 par value per share (the “Preferred Stock”) (each a “Share” and, collectively, the “Shares”) convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (the “Conversion Shares”), (ii) 0.6 of a Series 1 Warrant (the “Series 1 Warrants”) to purchase one share of Preferred Stock, (iii) 0.6 of a Series 2 Warrant (the “Series 2 Warrants”) to purchase one share of Preferred Stock, and (iv) 0.6 of a Series 3 Warrant (the “Series 3 Warrants,” and together with the Series 1 W
IMMUNOCELLULAR THERAPEUTICS, LTD. AND , AS WARRANT AGENT COMMON STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • December 30th, 2015 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between IMMUNOCELLULAR THERAPEUTICS, LTD., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
Sales AgreementSales Agreement • April 18th, 2013 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
IMMUNOCELLULAR THERAPEUTICS, LTD. AND , AS WARRANT AGENT Common Stock Warrant Agreement DATED AS OFCommon Stock Warrant Agreement • September 21st, 2012 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between IMMUNOCELLULAR THERAPEUTICS, LTD., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
IMMUNOCELLULAR THERAPEUTICS, LTD. AND , AS WARRANT AGENT DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • December 30th, 2015 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between IMMUNOCELLULAR THERAPEUTICS, LTD., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
9,489,436 Shares Warrants to Purchase 4,744,718 Shares ImmunoCellular Therapeutics, Ltd. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2012 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT IMMUNOCELLULAR, LTD.Common Stock Purchase • February 11th, 2015 • ImmunoCellular Therapeutics, Ltd. • 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 the close of business on the ten (10) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ImmunoCellular Therapeutics, Ltd., 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 issued pursuant to (i) the Underwriting Agreement, dated as of February —, 2015, between the Company and Roth Capital Partners, LLC (the “Underwriting Agreement”) and (ii) the Company’s Registration State
INDEMNITY AGREEMENTIndemnity Agreement • May 10th, 2013 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ___________ _____, 2013, is made by and between IMMUNOCELLULAR THERAPEUTICS, LTD., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
COMMON STOCK PURCHASE WARRANTImmunoCellular Therapeutics, Ltd. • May 11th, 2015 • 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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ImmunoCellular Therapeutics, Ltd., 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 issued pursuant to (i) the Underwriting Agreement, dated as of February 12, 2015, between the Company and Roth Capital Partners, LLC (the “Underwriting Agreement”) and (ii) the Compan
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2011 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 22, 2011, by and among ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2015 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to you (the “Underwriter”), an aggregate of (i) — authorized but unissued shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, (ii) warrants (the “Warrants”) to purchase up to — shares of Common Stock at an exercise price of $— per share and (iii) warrants (the “Pre-Funded Warrants”) to purchase up to — shares of Common Stock at an exercise price of $0.01 per share. The shares of Common Stock issuable upon the exercise of the Warrants and the Pre-Funded Warrants are collectively referred to as the “Warrant Shares”. Each Share is being sold together with 0.70 of a Warrant to purchase one Warrant Share. Each Pre-Funded Warrant to purchase one Warrant Share is being sold together with 0.70 of a Warrant to purchase one Warrant Share. The Shares, the Warrants, the Pre-Funded Warrants and
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • December 7th, 2009 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
This Preferred Stock Purchase Agreement (“Agreement”) is entered into and effective as of December 3, 2009 (“Effective Date”), by and among ImmunoCellular Therapeutics, Ltd., a Delaware corporation (“Company”), and Socius Capital Group, LLC, a Delaware limited liability company, dba Socius Life Sciences Capital Group, LLC (including its designees, successors and assigns, “Investor”).
SERIES 2 PREFERRED STOCK WARRANTImmunoCellular Therapeutics, Ltd. • August 14th, 2017 • Pharmaceutical preparations • New York
THIS SERIES 2 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 January 22, 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Preferred Stock. The purchase price of one share of Preferred Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to (i) the Underwriting Agreement, dated as of July 18, 2017, between the Company and Maxim Group LLC (the “Underwriting Agreement”) and (ii) the Company’s Registration Statement on Form S-1 (File No.: 333
10,000,000 Shares of Common Stock par value $0.0001 Warrants to Purchase 4,500,000 Shares of Common Stock and 1,500,000 Over-Allotment Securities ImmunoCellular Therapeutics, Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2012 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
WARRANT AGREEMENTWarrant Agreement • July 11th, 2016 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _________ ___, 2016, is by and between IMMUNOCELLULAR THERAPEUTICS, LTD., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a national association, as the Warrant Agent (the “Warrant Agent”).
IMMUNOCELLULAR THERAPEUTICS, LTD. INDEPENDENT DIRECTOR AGREEMENT Dated as of April 29, 2022Independent Director Agreement • August 10th, 2022 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • Arkansas
This Independent Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered into by and between ImmunoCellular Therapeutics, Ltd., a Delaware Corporation (“Company”), and ______________, an individual resident of the State of ____________ (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2011 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”) is made as of the 10th day of May, 2011, by and between ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Corporation”), and Dr. James Bender (hereinafter called “Executive”).
ContractImmunoCellular Therapeutics, Ltd. • July 12th, 2007 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE OR FOREIGN LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER’S COUNSEL, ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
ContractOptical Molecular Imaging, Inc • February 6th, 2006 • Blank checks • Nevada
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER’S COUNSEL, ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
Master Services AgreementMaster Services Agreement • March 14th, 2014 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • Delaware
This Master Services Agreement (the “Agreement”) is made and entered into on February 19, 2014, (the “Effective Date”), by and between ImmunoCellular Therapeutics, Ltd., a California corporation, with offices at 23622 Calabasas Road, Suite 300, Calabasas, CA 91302 (hereinafter referred to as “Client”) and Aptiv Solutions, Inc., together with its Affiliates, with offices at 1925 Isaac Newton Square, Suite 100, Reston, Virginia 20190 (hereinafter referred to as “Aptiv Solutions”), both hereinafter referred as a “Party” or collectively as the "Parties".
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2006 • ImmunoCellular Therapeutics, Ltd. • Surgical & medical instruments & apparatus • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 17, 2006, by and between ImmunoCellular Therapeutics, Ltd., a Delaware corporation, formerly known as Optical Molecular Imaging, Inc., (the “Company”), and Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (“Shareholder”).
OPTICAL MOLECULAR IMAGING, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), is made as of the day of , 200_ by and between Optical Molecular Imaging, Inc., a Delaware corporation (the “Company”), and (“Optionee”).
Page ARTICLE I Purchase and Sale of Common Stock and Warrants 1 Section 1.1 Purchase and Sale of Common Stock and Warrants 1 Section 1.2 Purchase Price and Closing 1 Section 1.3 Warrants 2 Section 1.4 Warrant Shares 2 Section 1.5 Subsequent Third...Securities Purchase Agreement • May 18th, 2010 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT this (“Agreement”), dated as of May 12, 2010, by and among ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), and the entities listed on Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”), for the purchase and sale by the Purchasers of shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), and warrants to purchase shares of Common Stock.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 18th, 2010 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May , 2010, by and among ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), and those securityholders of the Company appearing as signatories hereto (the “Investors”).
SUBSCRIPTION AGREEMENT IMMUNOCELLULAR THERAPEUTICS, LTD.Subscription Agreement • May 1st, 2007 • ImmunoCellular Therapeutics, Ltd. • Biological products, (no disgnostic substances) • California
The undersigned (the “Subscriber”) hereby acknowledges that the Issuer is proceeding with a private placement of 800,000 units (the “Units”) at a price of U.S.$1.50 per Unit, with each Unit consisting of (1) one share of the Issuer’s common stock, (2) one warrant to purchase one share of the Issuer’s common stock at an exercise price of $2.50 per share, and (3) an additional warrant to purchase 2/3 of one share of the Issuer’s common stock at an exercise price of $2.50 per share. In connection with such purchase, the Subscriber tenders to the Issuer this subscription offer which, upon acceptance by the Issuer, will constitute an agreement of the Subscriber to subscribe for, purchase, and pay for and, on the part of the Issuer, to issue and sell to the Subscriber, the Units on the terms and subject to the conditions set out in this Agreement.
WARRANT AGREEMENTWarrant Agreement • November 10th, 2016 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 12, 2016, is by and between IMMUNOCELLULAR THERAPEUTICS, LTD., a Delaware corporation (the “Company”), and COMPUTERSHARE INC., a Delaware corporation, and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, collectively as the Warrant Agent (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT IMMUNOCELLULAR, LTD.Common Stock Purchase • February 10th, 2015 • ImmunoCellular Therapeutics, Ltd. • 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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ImmunoCellular Therapeutics, Ltd., 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 s issued pursuant to (i) the Underwriting Agreement, dated as of February —, 2015, between the Company and Roth Capital Partners, LLC (the “Underwriting Agreement”) and (ii) the Company’s Registration Statem
AMENDED AND RESTATED INDEPENDENT CONTRACTOR SERVICES AGREEMENTIndependent Contractor Services Agreement • May 13th, 2016 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • California
This Amended and Restated Independent Contractor Services Agreement (the “Agreement”) is entered into as of February 1, 2016 (the “Effective Date”) between ImmunoCellular Therapeutics, Ltd. (“Company”) and John Yu (“Contractor”) (each, a “Party”).
IMMUNOCELLULAR THERAPEUTICS, LTD. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 22nd, 2006 • ImmunoCellular Therapeutics, Ltd. • Surgical & medical instruments & apparatus
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), is made as of the 17th day of November, 2006 by and between ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), and Dr. John Yu (“Optionee”).
CONFIDENTIAL SERVICES AGREEMENTServices Agreement • August 7th, 2015 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
This Services Agreement (the “Agreement”) dated as of June 11, 2015 (the “Effective Date”) is between IMMUNOCELLULAR THERAPEUTICS, LTD., a Delaware limited liability company having its principal office at 23622 Calabasas Road, Suite 300, Calabasas, CA 91302 (the “Client”) and PCT, LLC, A CALADRIUS COMPANY, a Delaware limited liability company having its principal office at 4 Pearl Court, Suite C, Allendale, New Jersey 07401 (“PCT”), each a “Party” and collectively the “Parties”. This Agreement incorporates by reference the terms and conditions set forth in Attachment A (“Attachment A”) and Attachment B (“Attachment B”) each attached hereto and made a part hereof. Capitalized terms not otherwise defined herein will have the meaning set forth in Attachment A or Attachment B, as applicable. In consideration of the premises and mutual covenants herein contained, the Parties hereby agree as follows:
REGISTRATION RIGHTS AGREEMENT RECITALSRegistration Rights Agreement • April 16th, 2008 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • California
LICENSE AGREEMENT Carnegie Mellon University — Spectral Molecular Imaging, Inc.Assignment and License Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks • California
This Agreement (hereinafter “this Agreement”) entered into as of this 29th day of September, 2005 (the “Effective Date”) by and between Carnegie Mellon University, a Pennsylvania not-for-profit corporation, having a principal place of business at 5000 Forbes Avenue, Pittsburgh, Pennsylvania (“CMU”) and Spectral Molecular Imaging, Inc., a Nevada corporation with an address at 8591 Skyline Drive, Los Angeles, California 90046, including its Controlled Subsidiaries (hereinafter collectively referred to as “LICENSEE”).
EMPLOYMENT AGREEMENT for David FractorEmployment Agreement • November 9th, 2015 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is made between ImmunoCellular Therapeutics, Ltd. (the “Company”) and David Fractor (“Executive”) (collectively, the “Parties”), effective as of the date signed by all Parties (the “Effective Date”).
AMENDMENT NO. 1 to the EXCLUSIVE LICENSE AGREEMENT Between THE JOHNS HOPKINS UNIVERSITY IMMUNOCELLULAR THERAPEUTICS, LTD.ImmunoCellular Therapeutics, Ltd. • November 7th, 2013 • Pharmaceutical preparations
This Amendment No. 1 (“Amendment No. 1”) is made effective as of the date the last party hereto has executed this Amendment No. 1 (the “Amendment No. 1 Effective Date”) by and between Immunocellular Therapeutics, LTD, a Delaware corporation, having an address at 23622 Calabasas Road, Suite 300, Calabasas, CA 91302 (“Company”) and The Johns Hopkins University, a corporation of the state of Maryland, having a principal place of business for the purposes of this Amendment No. 1 at 100 N. Charles Street, Baltimore, Maryland 21201 (“JHU”).
MEMORANDUM OF AGREEMENTMemorandum of Agreement • September 20th, 2006 • Optical Molecular Imaging, Inc • Surgical & medical instruments & apparatus • California
This Memorandum of Agreement (“Memorandum”), dated as of this 15th day of September 2006 (“Effective Date”), by and between Optical Molecular Imaging, Inc., a Delaware corporation (“OMI”), and Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (“CSMC”), is intended to summarize the basic terms of a license agreement between the parties hereto, which will be embodied in a subsequent and more comprehensive agreement (the “License Agreement”) that will include not only the provisions of this Memorandum, but also certain other terms and conditions that are customarily included in licensing arrangements between nonprofit academic institutions and for-profit companies as may be agreed to by the parties. This Memorandum is entered into with reference to the following facts:
