Exhibit 10.4

FINAL

Supply Agreement

This Supply Agreement (the “Agreement”) is made, effective as of June 9, 2020 (the “Effective Date”) by and between BryoLogyx Inc. (“BryoLogyx”) and Neurotrope Bioscience, Inc. (“Neurotrope”), each of Neurotrope and BryoLogyx being referred to herein individually as a “Party” and collectively as the “Parties,” with respect to the supply by BryoLogyx to Neurotrope of cGMP synthetic bryostatin-1 under the terms and conditions set forth herein.

BACKGROUND

1.             Definitions and Interpretation

1.1               Definitions. The terms in this Agreement with initial letters capitalized, whether used in the singular or the plural, will have the meaning for such relevant term set forth below or, if not listed below, the meaning designated elsewhere in this Agreement.

(a)    “Additional Order” has the meaning set forth therefor in Section 2.4 hereof.

(b)    “API” means cGMP synthetic bryostatin-1 as an active pharmaceutical ingredient to be used in a drug product, and meeting the Specifications, and named in the Quality Agreement.

(c)    “Applicable Requirements” means (a) all requirements of the Quality Agreement, (b) the Useful Life requirement (which condition will not apply to the Initial Order), and (c) all applicable international, supranational, multinational, federal, regional, state, provincial and local laws, ordinances, rules and regulations of any governmental authority that apply to API or the Processing of API or this Agreement, including (i) all applicable laws, ordinances, rules and regulations of the jurisdiction where the Facility is located; (ii) cGMP; (iii) Regulatory Agencies’ regulations and guidelines; and (iv) those pertaining to workplace health and safety, all as may be amended from time to time.

BryoLogyx/Neurotrope—Bryostatin-1 Supply Agreement

(d)    ““bryostatin-1” means a macrocyclic lactone and a potent activator of protein kinase C (PKC) either isolated from the bryozoan Bugula Neritina or chemically synthesized.

(e)    “business day” means a day on which national banks in the United States are open in New York, New York.

(f)     “cGMP” means those practices in the manufacture of pharmaceutical products that are recognized as current good manufacturing practice regulations and guidelines as described and promulgated by Regulatory Authorities including (i) the FDA in accordance with FDA regulations guidelines and other administrative interpretations, and, without limitation, (ii) the then-current International Council on Harmonisation of Technical Requirements for Registration of Pharmaceuticals for Human Use (ICH) Q7 Good Manufacturing Practice Guidance for Active Pharmaceutical Ingredients as adopted by the relevant Regulatory Authority in the subject jurisdiction, and (iii) The European Union’s Eudralex Volume 4,
Part II (independent of the Annexes) where it is in direct agreement with ICH Q7, all as updated, amended, and revised from time to time.

(g)    “COGS” means BryoLogyx’s fully-burdened cost of all direct materials and labor and
fully-allocated manufacturing overhead directly attributable to the cost of process development and validation and the Processing of API for Neurotrope hereunder, calculated in accordance with US GAAP, consistently applied; provided, that manufacturing overhead will not include allocation of idle capacity.

(h)    “Confidential Information” will have the meaning set forth in Section 8 hereof.

(i)     “Defect” or “Defective” means a unit of API that does not conform to the Specifications or was not Processed in accordance with Applicable Requirements or does not meet the Useful Life, provided that such Useful Life requirement in order for API to not be Defective will apply only to Additional Orders and not to the Initial Order.

(j)     “Deficiency Notice” means a written notice from Neurotrope to BryoLogyx claiming a Defect with respect to API, and/or shortages in the amount of delivered API, and describing in reasonable detail such Defect or shortage.

(k)    “Dollar” or “$” means the lawful currency of the United States.

(l)     “FDA” means the U.S. Food and Drug Administration, or any successor agency thereto having jurisdiction over the manufacture of the API.

(m)  “Initial Order” has the meaning therefor set forth in Section 2.2 hereof.

(n)    “Intellectual Property” means any right or protection existing from time to time in a specific jurisdiction, whether registered or not, under any patent law or other invention or discovery law, copyright law, trade-secret law, trademark law or trade name law, and includes legislation by competent governmental authorities and judicial decisions under common law or equity.

(o)    “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

(p)       “Processing” means all steps and activities to be performed for the manufacture, storage and delivery of API for supply by BryoLogyx to Neurotrope pursuant to this Agreement.

(q)       “Quality Agreement” means a separate written agreement that has been entered into between BryoLogyx and BryoLogyx’s contract manufacturer for the API that describes the quality assurance and technical requirements for Processing, a copy of which will be provided to Neurotrope as promptly as possible when the Quality Agreement has been updated for the cGMP synthetic processing of bryostatin-1, which Quality Agreement, when so furnished, will be deemed confidential and will thus be subject to the confidentiality provisions of Section 8 hereof.

(r)        “Regulatory Agency” means any national, federal, state or local or other regulatory agency, department, bureau or other governmental entity (including the FDA) which is responsible for issuing approvals, licenses, registrations or authorizations necessary for the manufacture, import, distribution, sale and use of API.

(s)     “Specifications” means the specifications for API as set forth in Exhibit A attached hereto and incorporated herein by reference, as such Exhibit may be amended from time to time by the Parties in writing in accordance with the terms of this Agreement.

(t)     “Supply Period” means the period of time commencing with the date of cGMP certification and Neurotrope’s acceptance of the initial production run of synthetic bryostatin-1 produced by BryoLogyx under a license to BryoLogyx from Stanford University, and ending upon the earlier of (i) the fifth (5^th) annual anniversary of the date of completion by Neurotrope of Phase 3clinical trials using API, provided that Neurotrope will promptly inform BryoLogyx in writing of the date of completion of such Phase 3 clinical trials, or (ii) such earlier or later date as is agreed by the Parties in writing in accordance with the terms of this Agreement.

(u)    “Term” means the Supply Period.

(v)    “Third Party” means any Person other than Neurotrope or BryoLogyx.

(w)  “UNCISG” means the United Nations Convention on Contracts for the International Sale of Goods, as in effect from time to time.

(x)    “Unit Price” Means the price per gram of API which is equal to COGS of such gram of API plus 15%, in each case calculated as at the time of production of the API requested by Neurotrope under the Initial Order or under the relevant Additional Order.

(y)    “Useful Life” means the time period within which API will remain stable after the date of BryoLogyx’s release of the relevant lot of API to Neurotrope, which BryoLogyx expects to be at least twenty-four (24) months, with the Parties acknowledging, however, that the Useful Life of API is not known or confirmed as at the Effective Date and thus will not be an applicable requirement as to API in the Initial Order, provided, however, that BryoLogyx will use its commercially diligent efforts, in working with its contract manufacturer of API, to determine and confirm Useful Life for API, and will promptly communicate such confirmed Useful Life to Neurotrope in writing as soon as it is confirmed to BryoLogyx, and such confirmed Useful Life thereafter will be applicable to determining whether API in an Additional Order is Defective or meets the Applicable Requirements.

1.2               Interpretation. The captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Sections will refer to the particular Sections of or to this Agreement. Unless the context otherwise clearly requires, whenever used in this Agreement: (a) the words “include” or “including” will be construed as incorporating, also, “but not limited to” or “without limitation;” (b) the word “day,” “quarter” or “year” (and derivatives thereof, e.g., “quarterly”) means a calendar day, calendar quarter or calendar year unless otherwise specified (and “annual” or “annually” refer to a calendar year); (c) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the word “hereof,” “herein,” “hereby” and derivative or similar word refers to this Agreement; (e) the word “or” has its inclusive meaning identified with the phrase “and/or;” (f) provisions that require that a Party or the Parties “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter or otherwise; (g) words of any gender include the other gender; and (h) words using the singular or plural number also include the plural or singular number, respectively.

2.             Supply of API by BryoLogyx to Neurotrope

2.1               Sole Source. Commencing on the date upon which cGMP certification from its contract manufacturer is obtained by BryoLogyx for production of API provided such date is not later than March 31, 2021 (or such later date as the Parties may agree in writing) and thereafter during the Term, and as so long as BryoLogyx is able to supply API to Neurotrope in accordance with the terms of this Agreement and meeting Neurotrope’s volume requirements, the Applicable Requirements, and the Specifications, BryoLogyx will be the exclusive supplier to Neurotrope, even as to Neurotrope itself, of API.

2.2               Initial Order. The execution and delivery by the parties of this Agreement constitutes Neurotrope’s firm order for the purchase by Neurotrope and BryoLogyx of a total of one (1) gram of API (the “Initial Order”).

2.3               Delivery Of The Initial Order. The Initial Order will be shipped by BryoLogyx to Neurotrope within sixty (60) days after the date upon which cGMP certification is obtained by BryoLogyx for production of API. BryoLogyx will notify Neurotrope promptly in writing of the date that such cGMP approval is obtained. Such delivery will be made by BryoLogyx to such location in the United States as Neurotrope informs BryoLogyx in writing within thirty (30) days after the Effective Date.

2.4               Additional Orders By Neurotrope For API; Delivery Of Additional Orders. Any orders by Neurotrope for API beyond the Initial Order (each an “Additional Order”) must be (a) in writing, (b) for not less than one (1) gram of API unless otherwise agreed in writing by BryoLogyx in accepting the relevant Additional Order and (c) placed by Neurotrope with BryoLogyx at least six (6) months lead time before the delivery date of such Additional Order desired by Neurotrope, or such shorter period of time as BryoLogyx may agree in writing with Neurotrope, and provided that as the manufacturing process for API is further developed after the Effective Date the Parties will discuss with each other in good faith any potential shortening in such lead time that may be appropriate and any such changes agreed to will be in writing as an amendment to this Agreement. Delivery of each Additional Order will be made by BryoLogyx in accordance with the terms of the Additional Order to the location to which the Initial Order was delivered, or to such location in the United States as Neurotrope informs BryoLogyx in writing when placing the Additional Order.

2.5               Shipment; Title And Risk Of Loss Or Damage; Acceptance; Deficiency Notice;
Latent Defect.

(a)                Shipment. Shipment to Neurotrope of the Initial Order and of Additional Orders will be made using appropriate packaging and an appropriate carrier and delivery method as determined in each case by Neurotrope. 

(b)                Title and Risk of Loss or Damage. BryoLogyx will, as to the Initial Order and as to Additional Orders, retain title to, and will carry the risk of loss or of damage to, API until such API is loaded onto the carrier specified by Neurotrope. Title and risk of loss or of damage to API will, as to the Initial Order and as to Additional Orders, transfer to Neurotrope upon being loaded on the carrier. 

(c)                Acceptance; Deficiency Notice; Latent Defect. Neurotrope will be deemed to have accepted the Initial Order, and will be deemed to have accepted any Additional Orders unless it has sent to BryoLogyx a Deficiency Notice with respect to the relevant shipment of API within thirty (30) days after Neurotrope’s receipt of such API. If a Defect in API could not reasonably be discovered by Neurotrope within such thirty (30) day period (a “Latent Defect”), then Neurotrope will have the right to reject such API within ten (10) business days after discovering the Latent Defect during the intended useable life of API, provided Neurotrope has given written notice, in commercially reasonable detail as to such Latent Defect, to BryoLogyx within such 10 business day period. Without limiting other remedies available to Neurotrope, BryoLogyx will, at its sole cost and expense, make up the shortage or replace the rejected API, as applicable, by delivering replacement API to Neurotrope within thirty (30) days at no extra charge to Neurotrope. Neurotrope’s actual or deemed acceptance of API will not be construed as limiting any remedies given Neurotrope at law or under this Agreement. Subject to the provisions of this Section 2.5, Neurotrope has the right to reject and return, at the expense of BryoLogyx and for full credit, any portion of any shipment of API which deviates from the Specifications or cGMP, without invalidating the remainder of the order. If BryoLogyx does not agree with Neurotrope’s determination that API is Defective, then the Parties will designate an independent testing laboratory to determine whether the API is Defective, the findings of which will be binding on the Parties, absent manifest error. All costs and expenses of such laboratory testing will be borne by the Party whose position is determined to have been in error, or if the laboratory cannot place the cause of the rejection or defect noticed, then all costs and expenses of such laboratory testing will be borne by the Parties equally. All rejected API will be disposed of pursuant to Applicable Requirements. BryoLogyx will not subcontract, transfer or delegate its performance under this Agreement without Neurotrope’s prior written consent.

2.6               Certain Limitations And Further Conditions. The fulfillment by BryoLogyx of the Initial Order and of any Additional Orders will be subject to the following conditions in each case:

(a)       Cancellation; Reduction. Neurotrope may not cancel or reduce the amount of API in the Initial Order nor may it cancel or reduce the amount of API in any Additional Order, unless in each case such cancellation or reduction is agreed to in writing by BryoLogyx (such agreement not to be unreasonably withheld).

(b)       Conditions For Supply Of API To Neurotrope For Commercial Sale. BryoLogyx’s obligations hereunder to supply API to Neurotrope for commercial sale will be subject to (i) BryoLogyx having achieved such regulatory approvals, if any, as may be required with respect to commercial sale of API, and (ii) BryoLogyx having established for itself a commercial-level manufacturing and supply process therefor.

2.7               Certain Further Limitations On Neurotrope As To Marketing, Offer To Sell Or Selling API. During the period of time during the Term in which Neurotrope is using API for its clinical research and clinical trials, Neurotrope will not market, offer to sell or sell API to any Third Party without the prior written consent of BryoLogyx, and during the remainder of the Term with respect to commercial sales by Neurotrope, Neurotrope will not market, offer to sell or sell API as a standalone product by itself, but will only market, offer to sell or sell API as a component of a drug product in a licensed clinical application.

2.8               Changes to Specifications. If either BryoLogyx or Neurotrope believes that any Applicable Requirement requires a change to the Specifications, the Party believing that such change is required will promptly notify the other Party in writing thereof, in commercially reasonable detail and thereafter the Parties will in good faith discuss such proposed change to the Specifications. If BryoLogyx and Neurotrope are unable to reach written agreement regarding whether, and to what extent, an amendment to the Specifications is required, then such dispute will be resolved pursuant to Section 9 of this Agreement.

2.9               Records. BryoLogyx will maintain complete and accurate records developed in the course of its performance under this Agreement and will maintain such records for the period of time required by Applicable Requirements, and will make such records available to the FDA and other applicable regulatory bodies. With the direct participation of BryoLogyx, Neurotrope may (a) review, but may not make copies of, API manufacturing and testing records, and may (b) audit and manufacturing facilities, all to the extent that BryoLogyx has such rights pursuant to the Quality Agreement. BryoLogyx will, upon the written request of Neurotrope therefor, make available to the FDA and other applicable regulatory bodies, solely for use by reference in Neurotrope’s regulatory filings, the CMC section of BryoLogyx’s IND with respect to the API, and the manufacturer’s Drug Master File, and such other CMC provisions of BryoLogyx’s IND as are reasonably required in support of Neurotrope’s regulatory filings.

2.10           Exclusivity. During the term hereof, BryoLogyx will not, directly or indirectly, including by authorization, license or permission, either itself or on behalf of or with another person or entity, research, develop, distribute, commercialize, manufacture, license, sell, or supply synthetic bryostatin-1 to any party other than Neurotrope as a pharmaceutical ingredient to be used in the diagnosis, treatment or prevention of neurological or neurodegenerative disease to the extent governed by the License Agreement between Stanford University and Neurotrope with respect to the field of use rights granted therein to Neurotrope for the use of synthetic bryostatin-1 in neurological or neurodegenerative disease.

3.            PRICING; FREIGHT CHARGES; SALES TAXES; INSURANCE; INVOICING; PAYMENT

3.1               Pricing. Neurotrope will pay to BryoLogyx, in cash, for API ordered by Neurotrope and delivered by BryoLogyx pursuant to this Agreement at the Unit Price.

3.2               Freight Charges; Sales Taxes; Insurance. Neurotrope will pay freight charges for delivery of API order hereunder to Neurotrope, and any applicable sales taxes required by law to be charged by BryoLogyx. The cost of any insurance desired by Neurotrope with respect to any shipment of API hereunder will be borne by Neurotrope, and Neurotrope will arrange for any such insurance that it so desires.

3.3               Invoicing; Payment. BryoLogyx will invoice Neurotrope upon shipment of API to Neurotrope. Each invoice will set out the quantity of API which is the subject of the invoice, the Unit Price, and freight/delivery charges and applicable sales tax amounts. Neurotrope will pay all invoices in accordance the payment method will be specified by BryoLogyx in the relevant invoice, wire transfer to such account and routing instructions as will be set forth in such invoice, with wiring or other transmission fees to be paid by Neurotrope, or by check payable to BryoLogyx be sent to the address as indicated by BryoLogyx in such invoice. Neurotrope will pay all invoiced amounts that are not in good faith disputed by Neurotrope, within thirty (30) days after Neurotrope’s receipt of the relevant invoice. The Parties will discuss and finalize in good faith promptly any amounts invoiced by BryoLogyx to Neurotrope that are disputed in all good faith by Neurotrope.

4.             REGULATORY AGENCY COMMUNICATIONS

Each Party will notify the other immediately in writing, in commercially reasonable detail, if the notifying Party receives any communication from or on behalf of a Regulatory Agency with respect to API, including without limitation any notice of any deficiencies noted or otherwise referenced by any Regulatory Agency with respect to API and/or its manufacture or with respect to any drug product manufactured from or incorporating API. Reference is hereby made to the provisions of Section 2.9 hereof, with respect to the availability to FDA and other applicable regulatory bodies solely for use by reference in Neurotrope’s regulatory filings the CMC section of BryoLogyx’s IND with respect to the API, and the manufacturer’s Drug Master File, and such other CMC provisions of BryoLogyx’s IND, as are reasonably required in support of Neurotrope’s regulatory filings.

5.             Representations and Warranties

5.1               General. Each Party represents and warrants to the other Party that:

(a)          Authority. The representing Party has all corporate or other authority to perform this Agreement and this Agreement has been duly executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles;

(b)          No Action or Proceeding. The representing Party is not involved in any action or proceeding and has not received notice of any threatened action or proceeding that would jeopardize its performance under this Agreement;

(c)          The execution, delivery and performance by the representing Party of this Agreement and its compliance with the terms hereof, does not and will not conflict with or result in a breach of any term of, or constitute a default under (i) any agreement or instrument binding or affecting it or its property; (ii) its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound;

(d)          The representing Party has obtained any consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority required for the execution, delivery and performance of this Agreement by such Party, and the execution, delivery and performance of this Agreement will not violate any law, rule or regulation applicable to such Party; and

(e)          Approvals. The representing Party has obtained all necessary corporate approvals to enter into and execute this Agreement and to perform such Party’s obligations hereunder.

5.2               Additional Representation by BryoLogyx. In addition to its representations under Section 5.1 hereof, BryoLogyx further represents and warrants to Neurotrope that BryoLogyx’ method of manufacturing synthetic bryostatin-1 results in a product that is equivalent in all analytical respects to natural bryostatin-1 as supplied by the NCI and that each unit of API at the time of delivery to Neurotrope will conform to the Specifications, be free from Defects, fit for such products intended use, properly packaged and labeled to the extent required by law, and be delivered free from any encumbrances. BryoLogyx represents and certifies that all persons engaged by it to perform work relating to this Agreement have never been and are not currently debarred pursuant to the Generic Drug Enforcement Act of 1992, 21 U.S.C. §335(a), as amended, or any similar state law or regulation, excluded by the Office of Inspector General pursuant to 42 U.S.C. § 1320a-7, et seq. or any state agency from participation in any Federal or state health care program or otherwise disqualified or restricted by the FDA pursuant to 21 C.F.R. 312.70 or any other regulatory authority.

5.3               Disclaimer. EXCEPT AS PROVIDED IN THIS SECTION 5, NEITHER PARTY MAKES ANY WARRANTIES, whether EXPRESS, IMPLIED, or STATUTORY, WITH RESPECT TO THE SUBJECT MATTER HEREOF AND EACH PARTY EXPRESSLY DISCLAIMS ANY SUCH ADDITIONAL WARRANTIES.

6.             Term and Termination

6.1               Term. The Term of this Agreement will commence on the Effective Date and will continue in full force and effect for the Supply Period unless earlier terminated as provided herein (the “Term”).

6.2               Termination for Cause. Either Party may terminate this Agreement immediately (or in the case of events described in Section 6.2(a) hereof, after the applicable cure period has elapsed) and without prior written notice to the other Party, upon the happening of any of the following events of default, provided that the terminating Party will provide written notice to the other Party, after such termination, of such termination and of the effective date thereof, and provided that any termination under this Section 6.2 will be subject to the provisions of Section 6.4 hereof:

(a)                Material Uncured Breach. The other Party materially breaches any obligation, warranty or representation hereunder of such Party (which will include without limitation, the failure of the Neurotrope to pay any undisputed monies when payable hereunder) and such breach is not cured within thirty (30) days after written notice thereof from the non-breaching Party, setting forth the nature of the alleged breach in commercially reasonable detail; or

(b)                Bankruptcy, Etc. The other Party makes a general assignment for the benefit of its creditors, suspends business or commits any act amounting to business failure, voluntarily assigns or transfers all or substantially all of its property, files a voluntary petition or has an involuntary petition filed against it seeking its reorganization, adjustment, liquidation, or dissolution under any present or future law or regulation relating to bankruptcy, which petition is not dismissed within 90 days, insolvency, relief of debtors or protection of creditors, termination of legal entities, or has a receiver, trustee, liquidator, assignee or custodian appointed for it.

(c)                cGMP. BryoLogyx is unable to obtain cGMP certification from its contract manufacturer by March 31, 2021 and the Parties are unable to agree in writing to a later date as set forth in Section 2.1.

6.3               Termination for Convenience. Until the date that Neurotrope places its first Additional Order for commercial supply of API, Neurotrope may not terminate this Agreement, other than for the reasons set forth in Section 6.2 hereof. After the date upon which Neurotrope places its first Additional Order for commercial supply of API, either Party may terminate this Agreement for any reason or no reason upon at least six (6) months’ prior written notice to the other Party, subject to the provisions of Section 6.2 hereof. Any termination under this Section 6.3 will be subject to the provisions of Section 6.4 hereof.

6.4               Effect of Termination.

(a)                Fulfillment Of Certain Obligations. Upon any termination of this Agreement, both Parties will fully perform all of their obligations hereunder that have accrued through the date of such termination.

(b)                Shipment Of API By BryoLogyx To Neurotrope. Upon the effective date of termination of this Agreement by either party, then, unless the Parties agree otherwise in writing, BryoLogyx will deliver to Neurotrope all API in inventory or storage, with respect to the Initial Order and each Additional Order, and Neurotrope will be required to pay for such API under the terms for payment set forth in this Agreement.

(c)                Transition Assistance. If Neurotrope terminates this Agreement pursuant to Section 6.2(b) hereof, then BryoLogyx will, at Neurotrope’s written request, promptly and diligently work with AMRI (formerly known as Albany Molecular Research Inc.; “AMRI”) to cause AMRI to provide API directly to Neurotrope under such terms as set forth in the agreement between BryoLogyx and AMRI until AMRI and Neurotrope enter into their own separate written agreement for such supply, provided that Neurotrope will pay AMRI directly for supply of API by AMRI to Neurotrope. BryoLogyx acknowledges that time is of the essence in BryoLogyx’s performance of this Section 6.4(c) and will use its commercially diligent efforts to facilitate the transition to AMRI of API supply to Neurotrope.

6.5               Survival. Notwithstanding anything herein to the contrary, termination of this Agreement by a Party will be without prejudice to other remedies such Party may have at law or equity. Sections
1, 2.8, 4, 6.4, 6.5, 7, 8, 9 and 10 hereof, and all liabilities that accrue during the Term, will survive expiration or termination of this Agreement and will continue to be enforceable.

7.            Intellectual Property Rights

Each Party will retain, and no license or other right is granted to the other Party with respect to, such first Party’s intellectual property rights, however arising, including any intellectual property rights of the relevant Party which may arise after the Effective Date, and including without limitation any such intellectual property rights with respect to bryostatin in any form or formulation, and further provided that the Parties do not intend to conduct with each other during the Term any research and development activities related to bryostatin in any form or formulation and that any such collaborative activities will be the required to be set forth in and governed by a separate written agreement between the Parties with respect thereto.

8.            Confidentiality

8.1               Confidentiality. The Parties are parties to that certain Mutual Confidentiality Agreement dated as of April 13, 2018 (the “CDA”). BryoLogyx and Neurotrope each acknowledge and agree that they have been and will be in a confidential relationship to the other Party pursuant to this Agreement and that each has gained and will gain knowledge that comprises valuable trade secrets and other confidential information of the other Party, including customer lists, other customer data and information, sales and marketing data and information, technical data and information, Processing information, Intellectual Property, and other data and information concerning API, including the Specifications, or the Party’s respective businesses, all of which, including without limitation the Quality Agreement as confidential information of BryoLogyx, constitutes confidential information of the relevant Party under the CDA, and the Parties’ use of such information will be governed by the CDA and this Agreement.

8.2               Public Announcements. Neither Party will advertise, issue any press release, post any image or make any other public statement, including without limitation any disclosure requirements of Neurotrope under applicable securities laws, regarding or relating to the Parties’ relationship pursuant to this Agreement, including the terms and conditions of this Agreement, without the other Party’s express prior written approval, which will not be unreasonably or untimely withheld or denied.

9.           DISPUTE RESOLUTION.

Any claim arising out of or relating to this Agreement or the validity, enforcement, or breach thereof, will be first referred by either Party, in writing to the other Party, simultaneously to the President or Chief Executive Officer the other Party, which individuals will promptly and in good faith discuss and attempt to resolve such matter, including in such discussion the possibility of mediation or arbitration, provided that if after such good faith discussion the matter is not successfully resolved, each Party will have the right to pursue such judicial remedy or remedies as are available to it.

10.         Miscellaneous

10.1           Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOSS OF PROFITS, LOSS OF REVENUE OR INCOME, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY, OR OTHER INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT, EXCEPT FOR DAMAGES CAUSED BY (A) A BREACH OF SECTION 8 (CONFIDENTIALITY) HEREOF, OR (B) A PARTY’S GROSS NEGLIGENCE, MISCONDUCT OR VIOLATION OF LAW, OR (C) BRYOLOGYX’S BREACH OF SECTION 2.10 HEREOF.

10.2           Governing Law. This Agreement and all actions arising out of or in connection with this Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to the conflict of laws provisions thereof or of any other state and provided that the UNCISG will not apply to this Agreement.

10.3           Independent Contractors. The relationship between Neurotrope and BryoLogyx hereunder will be that of independent contractors, and nothing in this Agreement will be deemed to constitute a joint venture, partnership, agency or employer/employee arrangement between the Parties. Neither Party will have any authority or power to bind the other Party or to contract in the name of, or make any representations or warranties, express or implied, on behalf of the other Party, or otherwise create any liability against the other Party in any way for any purpose.

10.4           Force Majeure. The Parties hereto will not be responsible for any loss or breach due to delay in delivery or performance hereunder caused by causes outside of such Party’s reasonable control which may include governmental regulations, controls or directions, outbreak of a state of emergency, hostilities, civil commotion, riots, epidemics, acts of God, other natural casualties, fires, strikes, or walkouts or other similar unforeseeable cause or causes not caused by the affected Party’s negligence. In the event that any Party will be delayed in, or prevented from, performing its obligations under this Agreement as a result of any of the foregoing, such Party will promptly notify the other Party of such delay or cessation in performance. In the event that such Party is unable to resume performance hereunder within sixty (60) days after the date on which its performance was suspended, the other Party will have the right to terminate this Agreement upon at least ten (10) days prior written notice to the non-performing Party.

10.5           Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that each Party may assign this Agreement without the consent of the other Party to a successor to all or substantially all of such Party’s business or assets relating to this Agreement whether by sale, amalgamation, merger, operation of law or otherwise. The Party assigning this Agreement will notify the other Party in writing promptly (but in no event more than ten (10) days) after such assignment, which notice will include the name and address of the assignee, and provided that it will be a condition of any such assignment that the assignee agrees in writing specifically for the benefit of the non-assigning Party to fully assume and discharge the remaining undischarged obligations of the assigning Party. Any assignment in violation of this Section 10.5 will be null and void.

10.6           Counting Of Time. Whenever days are to be counted under this Agreement, the first day will not be counted and the last day will be counted.

10.7           Notices. All notices, consents and other formal or legal communications hereunder to any Party will be deemed to be sufficient if contained in a written instrument delivered in person, including delivery by recognized express courier, fees prepaid, or sent by electronic mail with confirmed receipt (“email”) in each case addressed as set forth below such Party’s signature below, or to such other address as may hereinafter be designated in writing by the recipient to the sender pursuant to this Section 10.7. Notices hereunder may not be sent by facsimile or by mail. All such notices, consents and communications will be deemed to have been received in the case of personal delivery, including delivery by express courier, on the date of such delivery, or in the case of email transmission, upon confirmation of transmission.

10.8           No Waiver. No failure to delay on the part of either Party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or of any other right or remedy. No provision of this Agreement may be waived except in a writing signed by the Party granting such waiver.

10.9           Expenses. Each Party will, except as otherwise set forth specifically in this Agreement bear such Party’s own fees and expenses incurred with respect to the negotiation and execution of this Agreement and with respect to the transactions contemplated hereby.

10.10        Severability. If any Section, or portion thereof, of this Agreement is held invalid by reason of any law, statute, or regulation existing now or in the future in any jurisdiction by any court of competent authority or by a legally enforceable directive of any governmental body, such section or portion thereof will be validly reformed so as to approximate the intent of the Parties as nearly as possible and, if unreformable, will be deemed divisible and deleted with respect to such jurisdiction, but the Agreement will not otherwise be affected.

10.11        Further Actions and Documents. Each Party will execute, acknowledge and deliver all such further instruments, and to do all such further acts, as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.

10.12        Entire Agreement; Amendment. This Agreement, together with the CDA, constitutes and contains the entire understanding and agreement of the Parties respecting the subject matter hereof and cancels and supersedes any and all prior and contemporaneous negotiations, correspondence, understandings and agreements between the Parties, whether oral or written, regarding such subject matter. If the terms of this Agreement conflict with any order, the terms of this Agreement will control and prevail, and no terms, provisions or conditions of any purchase order, invoice or other business form or written authorization used unilaterally (as opposed to matters agreed to in writing by the Parties together as provided herein) by either Party as to the matters governed by this Agreement will have any effect on the rights, duties or obligations hereunder or otherwise modify this Agreement. No agreement or understanding varying or extending this Agreement will be binding upon either Party, and no amendment hereto, will be valid unless set forth in a writing which specifically refers to the Agreement and the relevant matter, and that is signed by duly authorized officers or representatives of the respective Parties, and the provisions of the Agreement not specifically amended thereby will remain in full force and effect. Nothing in this Agreement removes or overrides any right of action by any Party in respect of any fraudulent misrepresentation, fraudulent concealment or other fraudulent action by the other Party. This Agreement binds the Parties’ successors and permitted assigns. In the event of a conflict between the terms of this Agreement and the Quality Agreement, the terms of the Quality Agreement will govern with respect to quality and technical terms, and the terms of this Agreement will govern all other matters.

10.13        Construction; References. This Agreement has been negotiated by the Parties and their respective counsel. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against any Party, and any ambiguity will not be interpreted against the drafting Party. References to “Sections” herein are to Sections hereof.

10.14        Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but which together will constitute one and the same instrument. Any signature page delivered by electronic image transmission, including without limitation a PDF by email, will be binding to the same extent as an original signature page.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Agreement.

EXHIBIT A

SPECIFICATIONS

[Note: These are initial specifications as at the Effective Date, and are to be updated with completion of analytical method development to confirm final specifications and provided that such updated specification will be set forth on this Exhibit A at such time, as an automatic amendment of this Exhibit A.]

Exhibit 10.5

FINAL

TRANSFER AGREEMENT

This Transfer Agreement (the “Agreement”) is effective as of June 9, 2020 (“Effective Date”) and is entered into by and between Neurotrope Bioscience, Inc., having a principal place of business at 1185 Avenue of the Americas, New York, New York 10036 (“Neurotrope”) and BryoLogyx Inc., having a principal place of business at 2485 Holly Oak Drive, Danville, CA 94506 (“BryoLogyx”).

BACKGROUND

AGREEMENT

In consideration of the mutual promises, covenants, and conditions hereinafter set forth and in exchange for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.1.             Assignment of the CRADA by Neurotrope and Assumption of the CRADA by BryoLogyx. Subject to NCI’s written consent to such transfer, in satisfaction of Section 1.7 of the CRADA (the date of such written consent from NCI referred to herein as the “Transfer Date”), and subject to the provisions of Sections 1.2, 1.3 and 8.1 hereof, (a) Neurotrope assigns and transfers to BryoLogyx, effective as of the Transfer Date when, and provided, it occurs, all of Neurotrope’s right, title and interest in and to the CRADA, and (b) effective as of the Transfer Date BryoLogyx accepts and assumes the assignment of the CRADA and all rights and obligations thereunder, including compliance with applicable regulations of the Food and Drug Administration (“FDA”), Office for Human Research Protections, and federal grants policy. All rights and obligations under the CRADA arising, accruing or relating to the period commencing upon the Transfer Date will be allocated to, and thereafter will be the obligation of, BryoLogyx. The parties will further cooperate with each another as may be reasonably necessary to implement and document such assignment of the CRADA from Neurotrope to BryoLogyx and the assumption thereof by BryoLogyx.

1.2.             Certain Actions by Neurotrope. In furtherance of the assignment and assumption provided for in Section 1.1 hereof, Neurotrope will, as promptly as possible following the Effective Date, formally and procedurally properly inform NCI with respect to, and diligently coordinate with NCI and BryoLogyx to obtain from NCI, as quickly as possible, NCI’s consent to the transfer described herein, and upon obtaining such consent, to effect as quickly as possible, the full transfer to BryoLogyx of all of Neurotrope's rights and responsibilities under the CRADA. Neurotrope will, within thirty (30) days after the Transfer Date, deliver to BryoLogyx all records and files generated by Neurotrope in performance of research under the CRADA through the date of such delivery, and that BryoLogyx reasonably determines, after consultation with Neurotrope with respect thereto, is necessary to effect such full transfer.

1.3.             No Assumed Liabilities. BryoLogyx does not assume any obligations of Neurotrope arising under the CRADA prior to the Transfer Date, for which Neurotrope will be solely liable, and Neurotrope will be relieved of all obligations of BryoLogyx arising under the CRADA upon and after the Transfer Date, for which BryoLogyx will be solely liable.

2.                   Investigational New Drug Application (“IND”). Neurotrope will, promptly following the Transfer Date, (a) notify the FDA in writing of Neurotrope’s intent to turn over and assign to BryoLogyx all matters pertaining to the preliminary IND, PIND140578, that had been commenced by Neurotrope, and (b) provide BryoLogyx with such documents in the possession or under the control of Neurotrope as BryoLogyx may request in writing as being, in the view of BryoLogyx, documents needed to support the IND filing, and (c) instruct Amarex Clinical Research LLC (“Amarex”) in writing to promptly provide BryoLogyx with the partially-completed IND application that had been commenced by Neurotrope, as well as all reference documents, reports, protocols, methods and the like in Amarex’s possession that will be made part of the IND. From and after the Transfer Date, BryoLogyx, as the new owner and sponsor of the IND, will accept all sponsorship obligations under 21 C.F.R Part 312 and will comply with all agreements, promises, conditions and covenants contained in PIND140578.

3.                   Vendor Agreements. As of the Effective Date, Neurotrope is party to the following agreements (each a “Vendor Agreement”) that are relevant to the subject matter of and the transactions described in this Agreement:

3.1.             Singota. Neurotrope will, at its expense, instruct Singota Solutions (“Singota”) in writing not later than five (5) days after the Effective Date, as follows:

3.1.1.        Singota will be instructed in such notice to, as promptly as possible, separate and hold for BryoLogyx:

(a)                A total of 640 vials of unlabeled, typically appearing “Bryostatin for Injection” 0.025 mg lyophilized per vial, lot# 260 180725 (“Drug Product”) which is stored pursuant to current Good Manufacturing Practice (“cGMP”) at Singota, to enable the labeling of such vials by Singota for, and instruct Singota to label such vials as a single lot for, BryoLogyx (for purposes of this Agreement, the phrase “typically appearing” means cakes that are complete and intact, whereas a non-intact cake exhibits an atypical appearance, consistent in each case with the categorization of lots into two groups, by Lyophilization Technologies, Inc.,(“LTI”) as having typical and atypical appearance); and

(b)                A total of 640 vials of unlabeled PET Diluent (Lot# 261-180802) (“Diluent”), which is also stored pursuant to cGMP at Singota, to enable the labeling of such vials for, and instruct Singota to label such vials as a single lot for, BryoLogyx.

3.1.2.        Singota will be instructed in such notice:

(a)                To release to BryoLogyx within sixty (60) days after the Transfer Date, (i) one half (320 vials) of the labeled Drug Product, and (ii) one-half (320 vials) of the labeled Diluent, and to retain the remaining 320 vials of Drug Product and 320 vials of Diluent until Singota has received written confirmation from Neurotrope referenced in Section 3.1.2(b) hereof; and

(b)                To release to BryoLogyx (i) the remaining one half (320 vials) of the labeled Drug Product, and (ii) the remaining one-half (320 vials) of the labeled Diluent, within thirty (30) days after Singota has received written confirmation from Neurotrope of the delivery by BryoLogyx to Neurotrope of one (1) gram, or such lesser amount as BryoLogyx and Neurotrope may agree in writing, of synthetic bryostatin-1 pursuant to a separate Supply Agreement entered into by BryoLogyx and Neurotrope, and provide that Neurotrope will give written notice to Singota of such receipt within five (5) days after Neurotrope’s receipt of such bryostatin-1 from BryoLogyx.

3.2.             Intertek, Alcami and LTI. As soon as possible after the Transfer Date, Neurotrope will, at its expense, complete validation of analytical methods at Intertek Pharmaceutical Services (“Intertek”) and have existing product retested, using validated methods, at Intertek and at Alcami Corporation (“Alcami”), in an effort to show that both “Bryostatin for Injection” and PET diluent to be transferred to BryoLogyx meet all Neurotrope specifications, and were manufactured pursuant to cGMP, which includes:

3.2.1.        Providing to BryoLogyx final reports including validation reports, methods, and certificates of analyses by Neurotrope or its contracted parties with respect thereto.

3.2.2.        Providing to BryoLogyx batch summary reports, batch records for Bryostatin for Injection and PET diluent provided (Lots# 260-180725 and 262-180802, respectively) and cGMP certifications.

3.2.3.        Permitting BryoLogyx to use all validated methods developed by Intertek and Alcami in their contractual relationship with Neurotrope, as well as permitting Intertek and Alcami to work with BryoLogyx, to allow for future retesting of existing lots for stability, and for release testing of future manufactured lots by BryoLogyx.

3.3.             Payments. Neurotrope will pay all payables for services rendered to Neurotrope by third parties pursuant to Neurotrope’s agreements with such third parties that are related to the CRADA, IND, and method validations, and with respect to such transfer to BryoLogyx under this Agreement of material, methods, testing and rights related thereto.

3.4.             Vendor Agreements. Neurotrope will, promptly after the Transfer Date and in an appropriate manner, and with an appropriate level of detail/content, in each case as approved in advance by BryoLogyx (which approval will not to be unreasonably or untimely withheld), inform, in writing, all relevant third parties with which Neurotrope has a contractual relationship, including Amarex (regarding the IND), LTI, Intertek and Alcami (regarding drug product manufacture, method validation and testing), and Singota (regarding labeling and kitting of bryostatin-1 and PET diluent allotted to BryoLogyx), with respect to the transfer of rights and responsibilities as to activities to BryoLogyx as effected under this Agreement on and after the Transfer Date.

4.                   Certificate of Analysis. BryoLogyx will provide Neurotrope with a Certificate of Analysis demonstrating comparability of synthetic bryostatin-1 molecule to natural bryostatin-1 when such data become available.

5.1.             Revenue Share; End Date. As full consideration for the transfer by Neurotrope to BryoLogyx of the CRADA and the PIND/IND and of Neurotrope’s performance of Neurotrope’s other obligations as described herein, commencing with the calendar quarter in which the first commercial sale is made by BryoLogyx or by a BryoLogyx affiliate (with “affiliate” defined for purposes of this Agreement as a party controlling, controlled by or under common control with BryoLogyx), distributor, licensee or sublicensee (BryoLogyx and each such other entity referred to as a “Selling Entity”) of a drug product which contains bryostatin-1, for the treatment of B-cell Acute Lymphoblastic Leukemia, CD22 directed CAR-T mono-therapies ( a “Bryostatin Product”), BryoLogyx will pay Neurotrope two percent (2%) of the gross revenues received by each Selling Entity from the sale by such Selling Entity of such Bryostatin Product ( the “Revenue Share”), provided that when a Bryostatin Product is sold by a Selling Entity as a combination therapy with at least one additional active pharmaceutical ingredient, the Revenue Share as to such sale will be calculated and will be payable only upon gross revenues of the bryostatin-1 drug product component of such combination therapy Bryostatin Product; provided, however, that if the gross revenues of the bryostatin-1 drug product component of such combination therapy Bryostatin Product cannot reasonably be determined, then the Revenue Share will be calculated and will be payable upon the commercial value of such bryostatin-1 drug product portion of such combination therapy Bryostatin Product as BryoLogyx and Neurotrope will in good faith agree in writing, based upon commercial precepts applicable to the pricing of similar combination therapy products. Such Revenue Share will be payable by BryoLogyx to Neurotrope until such date as the aggregate cumulative amount of Revenue Share paid by BryoLogyx to Neurotrope reaches One Million Dollars ($1,000,000.00) (the “End Date”). Payments based on sales of Bryostatin Products or any other payments will not be required to be made by BryoLogyx to Neurotrope after the End Date.

5.2.             Payment of Revenue Share. Revenue Share will be calculated and reported by BryoLogyx for each calendar quarter or portion thereof through and including the End Date. BryoLogyx will deliver to Neurotrope within forty five (45) days after the end of each calendar quarter in which sales of Bryostatin Products have occurred prior to the End Date, a report certified in writing by BryoLogyx as accurate, setting forth for such calendar quarter or portion thereof the following information on a country-by-country basis: (a) the gross revenues received in such quarter or portion thereof by each Selling Entity from such Selling Entity’s sale of Bryostatin Products, (b) a calculation of the corresponding Revenue Share with respect to such gross revenues, and (iii) the exchange rate used by BryoLogyx for converting gross revenue recorded in a currency other than United States dollars (“USD”), with such relevant exchange rate determined as set forth in Section 5.3 hereof.

5.3.             Payment. BryoLogyx will pay the Revenue Share concurrently with delivery of the reports described in Section 5.2. All payments will be made by electronic (wire or ACH) transfer in immediately available funds to such bank account and with such routing number and other relevant wire or ACH transfer information as is designated in writing by Neurotrope to BryoLogyx within thirty (30) days after the Transfer Date, or to such bank account and with such updated information as Neurotrope informs BryoLogyx in writing at least 30 days prior to the end of the relevant calendar quarter, prior to the End Date, for which Revenue Share will become payable. All payments will be free and clear of any transfer fees or charges. All payments hereunder will be payable in USD. In the case of gross revenues from outside the United States, payments received by BryoLogyx will be expressed in the USD equivalent calculated on a quarterly basis in the currency of the country of sale, and converted to their USD equivalent using the average rate of exchange over the applicable calendar quarter to which the sales relate, in accordance with the rate of exchange for such currency reported in The Wall Street Journal, Internet U.S. Edition at www.wsj.com, as of the last day of the applicable reporting period (or, if unavailable on such date, the first date thereafter on which such rate is available).

5.4.             Late Payments. Interest will accrue on payments of Revenue Share not made by BryoLogyx on the date such payment is due, at a monthly interest rate equal to the lesser of (a) one and one-half percent (1.5%) or (b) the highest rate permissible by applicable law, with such interest accruing from the date such payment was originally due.

5.5.             Tax Withholding. This Agreement is being entered into with the assumption that no withholding tax will apply to the payments made hereunder. In the event that applicable laws require that taxes be withheld from a payment due from BryoLogyx to Neurotrope under this Agreement, the parties will discuss promptly and in good faith and will agree in writing, how to handle efficiently the payment of such withholding tax. Unless otherwise agreed between the parties in writing, BryoLogyx will (a) withhold as required by applicable Law the relevant amount of taxes from such payment due from it to Neurotrope, (b) make payment of the withheld taxes to the applicable tax authority, and (c) deliver to Neurotrope written evidence of such payment of tax made to the tax authority promptly following such payment. Neurotrope will provide BryoLogyx with such documentation in Neurotrope’s possession that is necessary for BryoLogyx to lawfully avoid or reduce any amounts of withholding tax or other applicable taxes under any applicable law, including any applicable tax treaty. To the extent that amounts are so withheld, such amounts will be treated for all purposes of this Agreement as having been paid to Neurotrope. The parties acknowledge and agree that it is mutual objective and intent to minimize, to the extent feasible under applicable laws, any taxes payable in connection with this Agreement, and will reasonably cooperate each other in good faith in accordance with applicable laws to minimize any taxes in connection with this Agreement.

5.6.             Audits. BryoLogyx will keep (and will cause each Selling Party to keep) complete and accurate records pertaining to the sale or other disposition of Bryostatin Products and calculations of the Revenue Share in sufficient detail to permit Neurotrope to confirm the accuracy of all payments due to it hereunder. Neurotrope will have the right to cause an independent, certified public accountant reasonably acceptable to BryoLogyx to audit such records to confirm gross revenues and the Revenue Share for a period covering up to but not more than the preceding five (5) calendar years. Such audit rights may be exercised during normal business hours upon at least thirty (30) days prior written notice to BryoLogyx. If the auditor determines that there has been an underpayment by BryoLogyx, BryoLogyx will pay to Neurotrope the underpayment within thirty (30) days after the auditor’s decision, plus interest from the original due date. Neurotrope will bear its and the auditor’s cost of such audit unless such audit discloses an underpayment by BryoLogyx of five percent (5%) or more during the period audited, in which case, BryoLogyx will bear the entire cost and reasonable and documented expense incurred by Neurotrope in performing such audit.

5.7.             Survival of Revenue Share Payment Obligation. BryoLogyx’ obligation to pay the Revenue Share, and the corresponding provisions of this Section 5, shall survive termination of this Agreement made pursuant to Section 8.1.4.

6.                   Reservation of Rights. Neither party grants any license, express or implied, under its intellectual property rights, nor any other rights, to the other party in connection with this Agreement, whether by implication, estoppel or otherwise, and each party reserves all such rights of itself.

7.                   Treatment of Confidential Information.

7.1.             Definition. “Confidential Information” means with respect to a party (the “Receiving Party”), all non-public business, technical, financial, legal or other information, including, without limitation, results and data of any type whatsoever, in any tangible or intangible form whatsoever, including, preclinical data, clinical trial data, databases, practices, methods, techniques, specifications, formulations, formulae, knowledge, know-how, skill, experience, test data including pharmacological, biological, chemical, biochemical, toxicological and clinical test data, analytical and quality control data, stability data, studies and procedures, together with any copies, abstracts or derivatives thereof, disclosed by the other party (the “Disclosing Party”) to the Receiving Party or to any of its affiliates or representatives under this Agreement that (a) is marked as confidential or indicated at the time of disclosure as being confidential or, in the case of information that is orally disclosed, that is subsequently summarized in writing and transmitted to the Receiving Party within thirty (30) days of the initial disclosure or (b) by its nature a reasonable person would understand to be confidential or proprietary; provided that Confidential Information will not include any information that the Receiving Party can demonstrate by written record that such information: (i) is, as of the date of disclosure, demonstrably known to the Receiving Party other than by virtue of a prior confidential disclosure to it; (ii) is, as of the date of disclosure, in, or subsequently enters, the public domain, through no fault of the Receiving Party; (iii) was obtained by the Receiving Party from a third party which can be reasonably assumed to have a lawful right to make such disclosure free from any obligation of confidentiality to the Disclosing Party; or (iv) is independently developed by or for the Receiving Party without reference to or reliance upon any Confidential Information of the Disclosing Party, as demonstrated by the Receiving Party’s records kept in the ordinary course of its business.

7.2.             Confidential Obligations. Each party will keep confidential using reasonable precautions (including all precautions it employs with respect to its own confidential materials), and without prior written consent of the other party, will not disclose, Confidential Information of the other party. Neither party will access, use or permit to be used any Confidential Information of the other party for any purpose whatsoever other than fulfilling its obligations or exercising any rights granted to it or reserved by it under this Agreement without prior written consent of the other party.

7.3.             Exceptions. Notwithstanding the foregoing:

7.3.1.        Each party may disclose Confidential Information to the extent such disclosure is reasonably necessary to comply with applicable laws, regulations, judicial or administrative process, or court orders (including any stock exchange regulations) provided, however, that if a party is required to make any such disclosure of the other party’s Confidential Information in connection with any of the foregoing, it will (1) give reasonable advance notice to the other party of such disclosure requirement (2) (other than in the case where such disclosure is necessary, in the reasonable opinion of the Disclosing party’s outside legal counsel, to comply with securities laws, regulations or guidances) will use commercially reasonable efforts to assist such other party in efforts to secure confidential treatment of such information required to be disclosed and (3) only disclose that Confidential Information that is, at the direction of legal counsel, required to be disclosed;

7.3.2.        Each party may disclose the Disclosing party’s Confidential Information to its affiliates and their employees and agents to the extent reasonably necessary for the purpose of fulfilling its obligations or exercising any rights granted to it or reserved by it hereunder; provided that the recipient of such disclosed Confidential Information will be (A) apprised of the confidential nature of such information and (B) bound by obligations of confidentiality substantially the same as the obligations hereunder. Each party will be responsible for any breach of the confidentiality obligations set forth in this Section 7 by those entities individuals that it has disclosed the other party’s Confidential Information as permitted under this Section 7; and

7.3.3.        Each party may disclose the Disclosing party’s Confidential Information to the extent such disclosure is reasonably necessary: (A) to such party’s attorneys, independent accountants and financial advisors for the sole purpose of enabling such attorneys, independent accountants and financial advisors to provide advice to the Receiving party, provided that in each such case on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations substantially consistent with those contained in this Agreement; or (B) to actual or potential investors, acquirers, licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration, public offering, merger or acquisition of such party, or sale or substantially all of its business to which this Agreement relates, provided that any such third party agrees to be bound by confidentiality and non-use obligations that are no less stringent than those contained in this Agreement (except to the extent that a shorter confidentiality period is customary in the industry).

8.                   Term and Termination.

8.1.          Term. The term of the Agreement will commence upon the Effective Date and will terminate upon the earliest to occur of the following:

8.2.             Survival. The parties’ respective rights and obligations under the following Sections (and all associated definitions), and any other rights or remedies that accrue prior to termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement: Sections 5.7, 7, 8.2 and 9.

9.1.             Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH REGARD TO ANY MATTER RELATING TO THIS AGREEMENT, INCLUDING REGARDING THE CRADA, VENDOR AGREEMENTS, THE IND, OR BRYOSTATIN PRODUCTS, AND EACH PARTY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES INCLUDING OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND OF CUSTOM OR TRADE.

9.2.             Limitation on Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS, DAMAGE, OR LIABILITY WITH RESPECT TO ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGE OF ANY KIND WHATEVER AND HOWEVER CAUSED, AND INCLUDING LOSS OF BUSINESS OR PROFITS, AND WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, AND EVEN IF FORESEEABLE OR SUFFERED IN CIRCUMSTANCES WHERE A PARTY HAS BEEN ADVISED PRIOR TO THE DATE OF THIS AGREEMENT OF THE POSSIBILITY OF SUCH LOSSES. Notwithstanding the foregoing, nothing in this Section 9.2 limits or restricts damages caused by a party’s breach of Section 7.

9.3.             Notification. All notices, consents and other formal or legal communications hereunder will be in writing, will be addressed to the receiving party’s address set forth below, and will be delivered by hand or sent by a nationally recognized courier service such as UPS, DHL or FedEx, which can provide evidence of receipt by the recipient party, and will be sent to the parties as follows:

If to BryoLogyx:

All such notices will be deemed to have been given upon receipt. For the avoidance of doubt, any notice, consent, or other formal or legal communication, as opposed to ongoing communication by the parties about the subject matter hereof, cannot be sent by email, facsimile or regular mail and if so sent will not be deemed to be a valid notice under this Agreement

9.4.             Governing Law. This Agreement will be construed, interpreted and applied in accordance with the laws of the State of New York, without reference to any rules or principles of conflict of laws.

9.5.             Venue. The exclusive venue for the resolution of disputes arising out of or relating to this Agreement (including intellectual property) will be the state and federal courts located in New York, New York, and such courts will have exclusive jurisdiction. The parties hereby submit themselves to the jurisdiction of such courts for such purposes. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER. The prevailing party in any dispute is entitled to recover its reasonable attorneys’ fees.

9.6.             Entire Agreement. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations, understandings and agreements between the parties with respect to the subject matter hereof, including that certain Outline of Key Elements With Respect to Transfer to BryoLogyx by Neurotrope of CRADA and IND Matters for the Study of Bryostatin-1 in its Application to Cancer Therapy signed by the parties and dated March 31, 2020.

9.7.             Amendment and Waiver. This Agreement may not be amended except in a writing signed by both parties. Any such amendment will not affect the continuing effectiveness of all other provisions hereof that are not so amended. Any term or condition of the Agreement may be waived only by a written instrument executed by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof will in no manner affect its rights at a later time to enforce the same. No waiver by either party of any condition or term will be deemed as a continuing waiver of such condition or term or of another condition or term.

9.8.             Assignment; Binding Upon Successors and Permitted Assigns. Neither this Agreement nor any right or obligation hereunder may be assigned, delegated or otherwise transferred, in whole or part, by either party without the prior express written consent of the other party; provided that each party with prior written notice but without such consent may assign the Agreement in its entirety to a successor in interest in connection with the sale of all or substantially all of the business or assets to which the Agreement relates or similar change of control. This Agreement will be binding upon and will inure to the benefit of the parties’ successors and permitted assigns.

9.9.             Construction. The parties acknowledge and agree that: (a) each party and its counsel reviewed and negotiated the terms and provisions of the Agreement and have contributed to its revision; (b) the rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of the Agreement; and c) the terms and provisions of the Agreement will be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of the Agreement. The following rules of interpretation will apply unless the context will require otherwise: (i) references to a person include bodies corporate and an unincorporated association of persons; (ii) the words “hereby”, “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”; and (iv) the word “or” will not be deemed to be exclusive.

9.10.          Severability. If any provision(s) of the Agreement are or become invalid, are ruled illegal by any court of competent jurisdiction or are deemed unenforceable, it is the intention of the parties that the remainder of the Agreement will not be affected thereby provided that a party’s rights under the Agreement are not materially affected. The parties hereto covenant and agree to renegotiate any such term, covenant or application thereof in good faith in order to provide a reasonably acceptable alternative to the term, covenant or condition of the Agreement or the application thereof that is invalid, illegal or unenforceable, it being the intent of the parties that the basic purposes of the Agreement are to be effectuated.

9.11.          Further Assurances. Each party will execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of the Agreement.

9.12.          Compliance with Law. Each party will comply with all applicable laws in performing this Agreement.

9.13.          Independent Parties. This Agreement will not be construed as creating a relationship of employment, agency, partnership, joint venture, or any other form of legal association between the parties. Neither party has any power to bind the other party or to assume or to create any obligation or responsibility on behalf of the other party or in the other party’s name.

9.14.          Counting Of Time; “Business Days”. Whenever days are to be counted under this Agreement, the first day will not be counted and the last day will be counted. For purposes of this Agreement a “business day” means a day upon which national banks are open in New York, New York.

9.15.          Counterparts; Signatures. This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but both of which together will constitute one and the same instrument. Any signature of a party delivered electronically, as a PDF or other image, will be effective as an original signature and will be deemed to be an original signature by the parties.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.