Elkurt – Ocean Biomedical, Malaria Vaccine, Exclusive License Agreement

Intellectual Property | Ownership of IP

Annotations

This exclusive license agreement (“Agreement”) for the development and commercialization of a malaria vaccine is between Elkurt, Inc., a private corporation, and Ocean Biomedical, Inc. (“Ocean”), a publicly listed academic spin-out biopharmaceutical company. The Agreement grants licenses to patented technology and related know-how initially developed by Rhode Island Hospital (“RIH”) and Seattle Children’s Research Institute (“SCRI”). The Agreement is effective as of January 26, 2021 with certain amendments effective as of April 2021.

The Agreement is part of a set of related transactions which occurred in January 2021. That month, SCRI and RIH entered into an agreement which provided RIH with the authority to manage the relevant IP rights. Then RIH granted a license to Elkurt, which, in turn, entered into this Agreement with Ocean. The Territory for the license grant is worldwide and for the Field of Malaria, insect-borne, and other parasitic diseases.

RIH, SCRI and Elkurt retain some rights in the background IP that is the subject of the Agreement, including the right to license some background technology to humanitarian agencies. The U.S. government has rights to the background IP due to the funding that the Foundation for the National Institutes of Health (“FNIH“) provided to SCRI. The Agreement also grants a license in Ocean foreground IP to the NIH, which NIH may exercise if Ocean fails to timely make a malaria vaccine available in the developing world. The Agreement contemplates that Ocean will develop and/or commercialize the background IP via sublicensees, at least in part.

The Agreement requires Ocean to make commercially reasonable efforts to develop a malaria vaccine (or other products) in accordance with a Development and Commercialization plan, which is attached to the Agreement but redacted. Failure by Ocean to meet the deadlines and milestones in the plan can be considered a material breach and cause for immediate contract termination.

Provision Language

2. Licensestrong>span>p>
2.4 No Other Grant of Rights.strong> Except as expressly provided herein, nothing in this Agreement will be construed to confer any ownership interest, license or other rights upon Licensee by implication, estoppel or otherwise as to any technology , intellectual property rights, products or biological materials of Elkurt or any other entity, regardless of whether such technology , intellectual property rights, products or biological materials are dominant, subordinate or otherwise related to any Licensed Rights.p>
Exhibit Eb>span>p>
Definitionsb>p>
1.5. “Secondary Patents strong>” shall mean patents owned by Licensee directed towards improvement to, or from inventions derived from or based on <a class=”ghiaa–keyterm–link” title=”click for definition” href=”https://ghiaa.org/provision_document/elkurt–ocean–biomedical–malaria–vaccine–exclusive–license–agreement–3/#” data–term–id=”210“>Patent Rightsa> for “PfsLSP–1 a Vaccine for Falciparum Malaria”.p>

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Elkurt – Ocean Biomedical, Malaria Vaccine, Exclusive License Agreement

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Elkurt – Ocean Biomedical, Malaria Vaccine, Exclusive License Agreement

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