UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 28, 2014
 
CELLCEUTIX CORPORATION
(Exact name of registrant as specified in its charter)
 
Nevada
 
000-52321
 
30-0565645
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
100 Cumming Center, Suite 151-B
Beverly, MA 01915
( Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code:  (978) 236-8717
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On September 2, 2014 the Board of Directors appointed Dr. Barry Schechter to the Cellceutix Board of Directors, effective October 1st, 2014. Dr. Barry Schechter, M.D., F.A.A.O., is the Director of Department of Cornea and External Disease at Florida Eye Microsurgical Institute. Dr. Schechter's practice involves diseases of the ocular surface including dry eyes, allergies, infection; the latest in corneal, refractive, and cataract surgery, and glaucoma. He is on the Editorial board for Advanced Ocular Care, a journal that reaches the top 10% of Ophthalmologists and select Optometrists. Dr. Schechter has reviewed articles for  Cornea , the  British Journal of Ophthalmology , and  Journal of the American Academy of Ophthalmology . He has lectured internationally and published extensively about treatment of ocular tumors, lens implants, dry eyes, and written a textbook chapter on surgical techniques. Dr. Schechter is involved in clinical research and consults for several ophthalmic pharmaceutical companies. Dr. Schechter brings years of experience to Cellceutix through his specialization in ocular pathology and diseases, including infections. Dr. Schechter is an outstanding addition to lend his expertise for our clinical and ophthalmic initiatives, as we prepare Brilacidin for ocular and other infections.
 
Dr. Schechter does not have any family relationships with any of our officers or directors, and there is no arrangement or understanding between them and any third party pursuant to which he was selected as director. Dr. Schechter has not had any transactions with us since July 1, 2013 through the present that would require reporting pursuant to Item 404(a) of Regulation S-K.
 
Item 8.01 Other Events.

In a personal dispute between Dr. Krishna Menon and a party named Aruda, Aruda claimed that although he had participated in the invention relating to the compounds and therapeutic uses disclosed and claimed in US Patent No. 8,338,454 ("454" Patent") he was inadvertently omitted as an inventor from "454 Patent" and applications related thereto. On August 28, 2014, a settlement took place between Dr. Menon and Aruda which resulted in the following: Menon acquired all of the rights Aruda claimed in the Kevetrin patents in return for (i) the transfer to Aruda and designees an aggregate of 16,000,000 shares of stock in Cellceutix over a period of 16 months, currently owned by the Menon Trust and (ii) and assigned a portion of the royalty revenues that may be payable to Menon, to Aruda and designees, as further detailed in the Agreement titled "Amendment to Menon-Cellceutix Agreement Without Changing the Total Royalties Payable Under the Terms of the Prior Agreement". Menon then transferred all Kevetrin patent rights to Cellceutix. The aforementioned share transfer was strictly between the personal holdings of Mr. Krishna Menon, the Menon Trust, and Aruda. No shares or royalty payments were issued by the Company.

 
2
 

Item 9.01  Financial Statements and Exhibits.
 
(d) Exhibits .
 
Exhibit
 
Description
10.46
 
Cellceutix Aruda Agreement
     
10.47
 
Amendment To Menon-Cellceutix Agreement Without Changing The Total Royalties Payable Under The Terms Of The Prior Agreement
     
10.48
 
Assignment Of Patent Rights To Cellceutix
     
99.1
  Press release dated September 2, 2014, titled “Cellceutix Appoints Dr. Barry Schechter to Board of Directors as Company Focuses on Meeting Requirements for Stock Exchange Uplisting”
 
 
3
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  CELLCEUTIX CORPORATION  
       
Date: 9/2/2014
By:
/s/ Leo Ehrlich  
   
Leo Ehrlich
 
   
Chief Executive Officer
 
       
 
 
4
EXHIBIT 10.46
 
AGREEMENT

IN THIS AGREEMENT, Cellceutix Corporation, a Nevada corporation (“Cellceutix”), and Wayne O. Aruda, (“Aruda”), Aruda Inc. dba Agrenetics, a Massachusetts corporation (“Agrenetics”), (each of Cellceutix, Aruda, and Agrenetics being a “Party”), agree as follows:

1.
Background
 
 
1.1
Aruda and Dr. Krishna Menon, (“Menon”), by a separate agreement of even date herewith, agreed that they jointly invented the compounds and therapeutic uses disclosed and claimed in U.S. Patent No. 8,338,454 (“’454 Patent”), including Kevetrin (as defined below) and its therapeutic uses.
 
 
1.2  
Aruda assigned all of his rights in Kevetrin and the ‘454 Patent to Agrenetics, and, in consideration for some of Menon’s Cellceutix Class A Common Stock and of Menon’s revenue from exploitation of Kevetrin and Kevetrin Patents (as defined below), Agrenetics has assigned to Menon all of its rights in Kevetrin and the Kevetrin Patents.
 
 
1.3 
By an agreement dated 17 October 2007, Menon assigned all rights in Kevetrin and any Kevetrin Patents to Cellceutix for certain royalties on the sales of Kevetrin by Cellceutix (“Menon-Cellceutix Agreement”). By an amendment to the Menon-Cellceutix Agreement, Menon has assigned to Cellceutix all rights in Kevetrin and the Kevetrin Patents received from Agrenetics and has requested and agreed that Cellceutix will pay to Agrenetics and its counsel, Finnegan, a defined portion of the royalties otherwise payable to Menon as partial consideration for such rights received by Menon from Agrenetics .
 
2.  
Definitions
 
 
2.1  
“Affiliate” means any Person controlled by, controlling or under common control with a Party, where for purposes of this definition “control” and cognates thereof means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.
 
 
2.2  
 “Cellceutix Shares” means voting, non-voting, common and preferred stock in Cellceutix and options therefor.
 
 
1
 
 
 
2.3  
“Effective Date” means the date of signature of the last Party to sign this Agreement.
 
 
2.4  
“Finnegan” means Finnegan, Henderson, Farabow, Garrett & Dunner, with offices at 901 New York Avenue, NW, Suite 1100, Washington, DC 20001.
 
 
2.5  
“Kevetrin” means the substance identified by the chemical structure set forth in the ‘454 Patent, all hydrates, salts and esters of that substance, all enantiomers of the substance, all mixtures of the foregoing, all substances developed using any of the foregoing as starting material, as intermediates or as a model or template, and all substances claimed in any Kevetrin Patent. Kevetrin includes the Compound as that term is defined in the Menon-Cellceutix Agreement .
 
 
2.6  
“Kevetrin Patents” means all patents and patent applications anywhere in the world that disclose and claim Kevetrin and its therapeutic uses, including the ‘454 Patent, all worldwide patent applications that rely for priority on the ‘454 Patent or on any of the applications from which the ‘454 Patent directly or indirectly issued (including U.S. Patent Application No. 13/685,879, filed November 27, 2012), and all worldwide patents issuing from any of the foregoing applications, and all reexaminations, reissues or extensions of any of the foregoing patents .
 
 
2.7  
“Menon Cellceutix Shares” means all Cellceutix Shares owned or controlled by Menon, his assigns, or any trust or legal entity created by or for the benefit of Menon or his heirs or assigns, where “control” and cognates thereof means possessing a right to receive or to purchase at a set price.
 
 
2.8  
“Menon Kevetrin Revenue” means any and all money directly or indirectly attributable to sale or transfer of any interest in or right to exploit Kevetrin, therapeutic uses thereof, or any Kevetrin Patent that is received by or payable to Menon, his heirs or assigns, or any trust or legal entity created by or for the benefit of Menon or his heirs or assigns. For the avoidance of doubt, Menon Kevetrin Revenue includes any revenue attributable to Kevetrin or the Kevetrin Patents (a) that is paid to Menon, his heirs or assigns, or any trust or legal entity created by or for the benefit of Menon or his heirs or assigns by anyone other than Cellceutix, or (b) that is payable by Cellceutix to Menon, his heirs or assigns, or any trust or legal entity created by or for the benefit of Menon or his heirs or assigns excluding dividends paid on Menon Cellceutix Shares.
 
 
2.9  
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, or other legal entity.
 
 
2
 
 
3.  
Representations and Warranties
 
 
3.1  
Cellceutix will cause its counsel to deliver to Agrenetics on the Effective Date a legal opinion letter stating the number of outstanding Cellceutix Class A and Class B shares as of the Effective Date .
 
 
3.2  
With respect to all Menon Cellceutix Shares being transferred to Agrenetics and Finnegan (“Transfer Shares”), Cellceutix represents:
 
 
(a)  
Good title to all Transfer Shares was issued to the original owner, free and clear of liens or other encumbrances (including, without limitation, actual or potential resale or exchange requirements and rights of first refusal) .
 
 
(b)  
All Transfer Shares are validly issued, fully paid and non-assessable and were not issued in violation of applicable securities law.
 
 
(c)  
The Transfer Shares are not prohibited from resale on the basis of Rule 144(i) of the Securities Act of 1933. Cellceutix has been in compliance with Rule 144(i)(2) of the Securities Act ("Rule 144(i)(2)") in all respects for a period of one year prior the Effective Date, and will be in compliance with Rule 144(i)(2) in all respects until the third anniversary of the Effective Date.
 
 
(d)  
The Transfer Shares will be eligible for resale if the requirements of Rule 144 of the Securities Act of 1933 are met .
 
 
3.3  
Cellceutix warrants that Cellceutix, Cellceutix’s Affiliates, and/or Cellceutix’s officers or directors will not take any action or fail to take any action designed or intended to render any Transfer Shares ineligible for resale pursuant to the terms of Rule 144 of the Securities Act of 1933.
 
 
3.4  
Cellceutix represents that
 
 
(a)  
its execution and performance of this Agreement has been duly authorized by all required corporate action, are valid, binding and enforceable, and do not and will not conflict with law, other contracts, or any rights or obligations of other parties;
 
 
(b)  
no government, contractual or other consents are required for it to enter into this Agreement;
 
 
(c)  
it is current with all local, state, and federal corporate and regulatory filings, and is duly registered and authorized in all jurisdictions where it conducts business (including, without limitation, Nevada and Massachusetts);
 
 
(d)  
it has the power and authority to bind and has bound its Affiliates to the terms of this Agreement;
 
 
3
 
 
 
(e)  
except for the Menon-Cellceutix Agreement as amended, as of the Effective Date, it is not a party to any agreement or contract with Menon that pertains to Cellceutix Shares, Kevetrin Patents or Kevetrin;
 
 
(f)  
except for the Menon-Cellceutix Agreement as amended, as of the Effective Date, it has not assigned, pledged or encumbered any Menon Kevetrin Revenue; and
 
 
(g)  
as of the Effective Date, it has not received any revenue that would be payable to Menon under the Menon-Cellceutix Agreement and it has not paid to Menon any amount based on sales of Kevetrin or exploitation of Kevetrin Patents.
 
 
3.5  
Cellceutix represents that, as of the Effective Date, (a) except for any Aruda or Agrenetics interest assigned to Menon or by Menon to Cellceutix, it owns all right, title and interest in Kevetrin, therapeutic uses thereof, and all Kevetrin Patents, (b) it has not assigned or transferred or agreed to assign or transfer to a third party any interest in Kevetrin, therapeutic uses thereof, or any Kevetrin Patent, and (c) it has not pledged or encumbered its interest in Kevetrin, therapeutic uses thereof, or any Kevetrin Patent .
 
 
3.6  
Aruda represents that, as of the Effective Date, except for the assignment to Agrenetics, (a) he has not assigned or transferred or agreed to assign or transfer to a third party any interest in Kevetrin, therapeutic uses thereof, or any Kevetrin Patent, and (b) he has not pledged or encumbered his interest in Kevetrin, therapeutic uses thereof, or any Kevetrin Patent.
 
 
3.7  
Agrenetics represents that, as of the Effective Date, (a) it has not assigned or transferred or agreed to assign or transfer to a third party any interest in Kevetrin, therapeutic uses thereof, or any Kevetrin Patent, and (b) it has not pledged or encumbered its interest in Kevetrin, therapeutic uses thereof, or any Kevetrin Patent.
 
 
3.8  
Aruda represents that he did not derive his contribution to Kevetrin and its therapeutic uses as disclosed in the Kevetrin Patent from any third party.
 
 
3.9  
Cellceutix warrants that
 
 
(a)  
it will not assign, transfer, pledge or license to any third party Kevetrin, therapeutic uses thereof, or any Kevetrin Patent without (i) written agreement from such third party to the terms and conditions of this Agreement, and (ii) prior written notice thereof to each of Aruda, Agrenetics, and Finnegan;
 
 
(b)  
except for (i) the exercise of stock options granted before 1 January 2014 for a strike price that at the time was fair market value, and (ii) issuance to Mr. Leo Ehrlich of stock on conversion of a convertible loan dated before 1 January 2014, it will not issue stock to its officers or directors or their respective family members, or to its Affiliates for less than fair market value and will not issue stock options or other equity-oriented rights to its officers or directors or their respective family members or Affiliates for a purchase price or strike price that is less than fair market value, in either case for a period of three years following the Effective Date;
 
 
4
 
 
 
(c)  
it will not engage in any acts, omissions, or transactions (including, without limitation, mergers, acquisitions, buybacks, spin-offs, and issuances and sales of securities) that will result in an unfair or discriminatory effect on Aruda, Agrenetics or Finnegan;
 
 
(d)  
in the event that the terms, restrictions, or obligations placed on the Menon Cellceutix Shares are changed or modified at any time within three years after the Effective Date, Agrenetics and Finnegan shall have the right, in their individual discretion, to elect to have their respective Transfer Shares reflect an equal change or modification; and
 
 
(e)  
as issuer of Cellceutix Shares, it will comply with all securities laws and regulations , will timely file with the Securities and Exchange Commission (SEC) all reports required to keep public information about Cellceutix current, and, for a period of three years following the Effective Date , will provide a written statement verifying the same within three business days after the request therefor of Aruda, Agrenetics, or Finnegan.
 
 
3.10  
Cellceutix represents and warrants that the only restriction on Transfer Shares will be the restriction on sale pursuant to Rule 144(b)(1)(i) of the Securities Act of 1933. Cellceutix further agrees it will not contravene the position that Aruda, Agrenetics, and Finnegan are not "affiliates" of Cellceutix for purposes of Rule 144 of the Securities Act of 1933 as a result of their respective ownership of Transfer Shares.
 
 
3.11  
Cellceutix represents that there are no shareholder agreements applicable to any Transfer Shares.
 
 
3.12  
Cellceutix represents that Aruda, Agrenetics, and Finnegan have not had and as of the Effective Date do not have the power or authority to direct or control the corporate management and policies of Cellceutix for purposes of Rule 405 of the Securities Act of 1933. Based on its understanding of the number of Transfer Shares to be transferred to Aruda, Agrenetics, and Finnegan, Cellceutix represents that they will not have such power or authority.
 
 
3.13  
The representations and warranties in this Article 3 are material to the Agreement. In the event of a material breach by a Party of any representation or warranty of Article 3 of this Agreement, the other Parties will be entitled all available remedies at law or in equity
 
 
5
 
 
4.  
 Payments
 
 
4.1  
Cellceutix will pay to Agrenetics and Finnegan fifty percent (50%) of Menon Kevetrin Revenue payable to Menon under the Menon-Cellceutix Agreement as amended.
 
 
4.2  
Cellceutix acknowledges that stock certificates representing the Transfer Shares transferred to Agrenetics and Finnegan will contain a restrictive legend for purposes of Rule 144 of the Securities Act of 1933 (the “Restrictive Legend”). Cellceutix agrees to perform, or cause others to perform, all acts reasonably required for the removal of the Restrictive Legend promptly upon the completion of the six-month period after the transfer date of the Transfer Shares, including (i) when requested by Agrenetics or Finnegan, supplying any facts or information relevant to any necessary opinion letter in support of removal of the Restrictive Legend, and (ii) when requested by Agrenetics or Finnegan, providing any and all facts, documents, and information related to the issuance, sale, resale, or transfer of the Transfer Shares to all owners or holders thereof from the time of issuance to the Effective Date, including, without limitation, documentation regarding the consideration paid, or services provided, for the Transfer Shares, and all agreements or Board of Directors resolutions related to the issuance, sale, resale, or transfer of the Transfer Shares to any prior owner or holder , and Cellceutix will not unreasonably deny, condition, or delay earlier removal of the Restrictive Legend or the transfer of the Transfer Shares.
 
 
(a)  
Not later than the Effective Date, Cellceutix will instruct its transfer agent in writing, with a copy to Agrenetics and Finnegan, to cooperate with Agrenetics and Finnegan to remove any Restrictive Legend from stock certificates representing the Transfer Shares as soon as permitted by relevant regulations following receipt from Agrenetics and/or Finnegan, as applicable, of (i) a Legend Removal Request (as defined below), and (ii) a legal opinion letter to Cellceutix’s transfer agent authorizing the removal of the Restrictive Legend.
 
 
(b)  
“Legend Removal Request” shall mean: (i) a broker representation letter; (ii) a shareholder representation letter; (iii) SEC Form 144; and (iv) a copy of the Cellceutix stock certificate (each, as applicable, in a form as reasonably accepted by comparable issuers of restricted stock pursuant to Rule 144 of the Securities Act of 1933).
 
5.  
Other Provisions
 
 
5.1
This Agreement will be in effect from the Effective Date until the later of expiration of the last to expire of the Kevetrin Patents or the last day on which Menon Kevetrin Revenue is payable to or receivable by Menon.
 
 
5.2
Agrenetics may assign any or all of its rights to Aruda, a family member of Aruda, or an Affiliate of Agrenetics without the consent of Cellceutix. Cellceutix may assign this Agreement to a third party, without the permission of the other Parties, in conjunction with sale of all of Cellceutix’s assets associated with this Agreement, and the other Parties will accept such third party as a party hereto upon receipt of a written agreement by the third party to be bound by the terms hereof. With respect to the preceding sentence, all of Cellceutix’s assets associated with this Agreement must include Kevetrin, all pre-clinical and clinical data with respect to Kevetrin and therapeutic uses thereof, any regulatory filings or approvals for Kevetrin or uses thereof, and all Kevetrin Patents.
 
 
6
 
 
 
5.3
Each Party agrees, without charge, to cooperate with the other Parties and to execute all documents reasonably necessary to effect the purposes hereof .
 
 
5.4 
Notwithstanding anything contained in this Agreement to the contrary, the obligations of the Parties with respect to the consummation of the transactions contemplated by this Agreement will be subject to all laws, present and future, of any government having jurisdiction over the Parties and this transaction, and to orders, regulations, directions or requests of any such government.
 
 
5.5
This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the Commonwealth of Massachusetts, without reference to its choice of law principles to the contrary. Each Party irrevocably consents to the exclusive jurisdiction and venue of the courts located in the Commonwealth of Massachusetts in connection with any action, suit, proceeding, or claim arising under or by reason of this Agreement. In the event of any legal action between the Parties, the prevailing Party or Parties shall be entitled to receive from the other full reimbursement of reasonable attorneys’ fees and costs (including court costs and costs of collection) that are incurred in such legal action.
 
 
5.6 
All notices given hereunder will be given in writing (in English or with an English translation), will be delivered to the address set forth below by (i) personal delivery, or (ii) delivery postage prepaid by an internationally-recognized express courier service, receipt required:
 
   
TO ARUDA:
TO CELLCEUTIX:
       
   
Wayne O. Aruda
 
 
Cellceutix Corporation
100 Cumming Center,
Suite 151-B,
Beverly, MA 01915 USA
       
   
TO AGRENETICS
 
Aruda Inc. dba Agrenetics
 
       
   
WITH COPY TO FINNEGAN:
 
Finnegan
901 New York Avenue, NW
Suite 1100
Washington, DC 20001
 
 
Notices are deemed given on (a) the date of receipt if delivered personally or by express courier or (b) if delivery refused, the date of refusal. Notice given in any other manner will be deemed to have been given only if and when received at the address of the person to be notified. Either Party may from time to time change its address for notices under this Agreement by giving the other Parties written notice of such change in accordance with this Section.
 
 
7
 
 
 
 
5.7 
Aruda and Agrenetics, on the one hand, and Cellceutix and Menon, on the other hand, are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between them. Neither of them has any express or implied authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party.
 
 
5.8 
If any provision of this Agreement is found to be invalid or unenforceable, then the remainder of this Agreement will have full force and effect, and the invalid provision will be modified, or partially enforced, to the maximum extent permitted to effectuate the original objective.
 
 
5.9 
Failure by either Party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the Parties.
 
 
5.10  
None of the Parties will be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. No oral explanation or oral information by any Party hereto will alter the meaning or interpretation of this Agreement. No amendments or modifications will be effective unless in a writing signed by authorized representatives of all Parties. The terms and conditions of this Agreement will prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any letter, email or other communication or other writing not expressly incorporated into this Agreement.
 
 
5.11  
Finnegan is an intended beneficiary of this Agreement. This Agreement is not intended to confer any right or benefit on any other third party (including, but not limited to, any employee or beneficiary of any Party), and no action may be commenced or prosecuted against a Party by any other third party claiming as a third-party beneficiary of this Agreement or any of the transactions contemplated by this Agreement.
 
 
5.12  
This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together constitute one and the same instrument.
 
 
5.13  
The Parties agree and acknowledge that they will act in good faith with respect to all terms and provisions of this Agreement, and not take, assist, or encourage acts or omissions that are inconsistent with, or that will have the effect of destroying or injuring the rights of the other Parties, or subverting the terms, conditions, and benefits, or consideration provided in this Agreement.
 
 
8
 
 
SIGNATURE PAGE FOLLOWS

In witness whereof, intending to be legally bound, the Parties have executed this Agreement.
 
 
    Aruda Inc. dba Agrenetics   Cellceutix Corporation
         
Wayne O. Aruda
  By Wayne O. Aruda      
             
        By:  
             
   
Name:
    Name:  
   
Title:
    Title:  
   
Date:
       
 
 
 
 
9
EXHIBIT 10.47
 
AMENDMENT TO MENON- CELLCEUTIX AGREEMENT WITHOUT CHANGING THE TOTAL AMOUNT OF ROYALTIES PAYABLE UNDER THE TERMS OF THE PRIOR AGREEMENT
 
This Amendment, effective on signature of the last party to sign (“Effective Date”), between Dr. Krishna Menon, (hereinafter “Menon”) and Cellceutix Corporation, a Nevada corporation located at 100 Cummings Center, Suite 151, Beverly MA 01915 USA (hereinafter “Cellceutix”), amends a prior agreement between these parties dated October 17, 2007 (“Prior Agreement” Attachment A hereto), by which Menon assigned to Cellceutix all right, title and interest to a Compound (as defined therein) and patents thereon in consideration for a percentage of Net Sales of the Compound, also known as Kevetrin.
 
NOW IT IS HEREBY AGREED AS FOLLOWS:
 
1.  
“Net Sales” as used in the Prior Agreement and in this Amendment has the meaning set forth in Attachment B to this Amendment.
 
2.  
“Compound” or “Kevetrin” means the substance identified by the chemical structure set forth in the U.S. Patent No. 8,338,454, all hydrates, salts and esters of that substance, all enantiomers of the substance, all mixtures of the foregoing, all substances developed using any of the foregoing as starting material, as intermediates or as a model or template, and all substances claimed in any Kevetrin Patent.
 
3.  
“Kevetrin Patents” means all patents and patent applications anywhere in the world that disclose and claim a Compound or its therapeutic uses, including U.S. Patent No. 8,338,454 (“’454 Patent”), all worldwide patent applications that rely for priority on the ‘454 Patent or on any of the applications from which the ‘454 Patent directly or indirectly issued (including U.S. Patent Application No. 13/685,879, filed November 27, 2012), all worldwide patents issuing from any of the foregoing applications, and all reexaminations, reissues or extensions of any of the foregoing patents.
 
4.  
After executing the Prior Agreement and filing for and obtaining Kevetrin Patents, Menon and Cellceutix learned that Wayne O. Aruda, an individual residing at 81 Salem Street, Wilmington, MA 01887 (“Aruda”) is a joint inventor of Kevetrin and was inadvertently omitted from the Kevetrin Patents. In consideration of some of Menon’s Cellceutix stock and a share of Menon’s future revenue attributable to Kevetrin, Menon acquired the entire interest of Aruda and Aruda Inc. dba Agrenetics, a Massachusetts corporation located at 81 Salem Street, Wilmington, MA 01887 (“Agrenetics”) in Kevetrin and the Kevetrin Patents and, consistent with the Prior Agreement, hereby assigns to Cellceutix all of Aruda’s and Agrenetic’s right, title and interest in and to Kevetrin and the Kevetrin Patents and has signed the assignment document in Exhibit C attached hereto.
 
 
1
 
 
5.  
Without changing the total amount of royalties payable to Menon (4%) and to Leo Ehrlich (1%) under the terms of the Prior Agreement, Cellceutix shall pay to Agrenetics, and to its counsel, Finnegan, Henderson, Farabow, Garrett & Dunner LLP, a District of Columbia professional corporation located at 901 New York Ave, NW, Suite 1100, Washington, DC 20001 (“Finnegan”), from sums that would prior to this Amendment have been payable to Menon, an amount equal to two percent (2%) of worldwide Net Sales of Compound, as follows:
 
 
a.  
to Agrenetics, 80% of such amount, but in no event less than 1.6% of all worldwide Net Sales of Compound; and
 
 
b.  
to Finnegan to pay attorneys’ fees of Aruda and Agrenetics, 20% of such amount, but in no event less than 0.4% of all worldwide Net Sales of Compound.
 
6.  
If the amount payable by Cellceutix to Menon pursuant to the Prior Agreement is or becomes greater than 4% of Net Sales of Compound, Cellceutix agrees that the two percent (2%) rate set forth in Paragraph 4 will increase to a rate that is one-half of the rate thereafter payable to Menon.
 
7.  
Payments under Paragraph 5 to Agrenetics and Finnegan will be in U.S. dollars and will be made within 30 days after the end of each calendar quarter based on the Net Sales of Compound in the preceding calendar quarter.
 
8. 
On or before January 31 of each year until expiration or termination of the Prior Agreement as amended hereby, Cellceutix will deliver to Menon, Agrenetics and Finnegan a written report of all worldwide Net Sales of Compound during the preceding calendar year, all revenue attributable to Compound or Kevetrin Patents received by Cellceutix during the preceding calendar year, and all amounts paid or payable by Cellceutix during the preceding calendar year to Menon, Agrenetics and Finnegan. If none, the report shall so state.
 
9.  
Cellceutix will maintain books of account sufficient to determine all Net Sales of Compound, of all royalties or other consideration attributable to Compound or Kevetrin Patents received by Cellceutix, and all amounts paid or payable to Menon, Agrenetics and Finnegan. Not more frequently than once each calendar year, upon 15-day advance written notice, Cellceutix will make such books of account, any contract with Menon, and any contract associated with exploitation or sale of Compound or Kevetrin Patents available for inspection by an independent CPA retained either by Menon at Menon’s expense, Agrenetics at Agrenetics’ expense or Finnegan at Finnegan’s expense. The CPA will retain all Cellceutix information in confidence, reporting to the respective party only the accuracy of reports rendered under Paragraph 8 and payments made under Paragraph 4, provided, however, the CPA may disclose such information in any proceeding concerning a dispute over such payments. Cellceutix will pay the cost of the CPA inspection if the CPA identifies an underpayment of 5% or more.
 
 
2
 
 
10.  
Any revenue attributable to Compound or Kevetrin Patents received in a currency other than U.S. dollars will be converted to U.S. dollars using the buy rate reported by the Wall Street Journal or its successor for the date payments are due under Paragraph 6 or the last business day before the due date.
 
11.  
If, at any time, Cellceutix pays or transfers or causes a third party to pay or transfer to Menon or any person or entity in privity with him any money that is attributable to sale or other exploitation of the Compound or Kevetrin Patents in addition to or as a substitute for royalties payable under the Prior Agreement, Cellceutix from such amount payable to Menon will pay or will cause to be paid 40% of such amount to Agrenetics and 10% of such amount to Finnegan.
 
12.  
Cellceutix agrees to impose on any assignee of any Kevetrin Patent the obligations of Paragraphs 5-11.
 
13.  
The Prior Agreement defined Kevetrin by reference to Attachment A to the Prior Agreement. The Parties have not located an Attachment A, but the Parties intended it to be the chemical structure disclosed in the ‘454 Patent and hereby amend the Prior Agreement accordingly.
 
14.  
The Prior Agreement and this Amendment will be in effect until the later of expiration of the last to expire of the Kevetrin Patents or the last day on which Menon Kevetrin Revenue is payable under the Prior Agreement.
 
15.  
Menon and Celleutix hereby agree that Agrenetics and Finnegan are intended to be and are hereby made third party beneficiaries of this Agreement and the Prior Agreement as amended herein. This Amendment and the Prior Agreement will inure to the benefit of such third-party beneficiaries and their respective heirs, successors, permitted assigns and legal representatives.
 
16.  
Menon and Cellceutix each represent that this Amendment is the first amendment to the Prior Agreement and except as amended herein, the Prior Agreement is as executed on 17 October 2007.
 
17.  
This Amendment and the Prior Agreement as amended will be interpreted, construed, and enforced in all respects in accordance with the laws of the Commonwealth of Massachusetts, without reference to its choice of law principles to the contrary. Each party irrevocably consents to the exclusive jurisdiction and venue of the courts located in the Commonwealth of Massachusetts in connection with any action, suit, proceeding, or claim arising under or by reason of this Agreement. In the event of any legal action between or among the parties or third party beneficiaries, the prevailing party or parties shall be entitled to receive from the other full reimbursement of reasonable attorneys’ fees and costs (including court costs and costs of collection) that are incurred in such legal action.
 
 
3
 
 
18.  
All notices given hereunder will be given in writing (in English or with an English translation), will be delivered to the address set forth below by (i) personal delivery, or (ii) delivery postage prepaid by an internationally-recognized express courier service, receipt required:
 
  To Menon: To Cellceutix:
     
 
Dr. Krishna E. Menon
Cellceutix Corporation
 
100 Cumming Center, Suite 151-B Beverly, MA 01915 USA
     
 
To Agrenetics:
 
To Finnegan:
 
Finnegan
 
901 New York Avenue, NW, Suite 1100
Washington, DC 20001
 
Notices are deemed given on (a) the date of receipt if delivered personally or by express courier or (b) if delivery refused, the date of refusal. Notice given in any other manner will be deemed to have been given only if and when received at the address of the person to be notified. Either party or third party beneficiary may from time to time change its address for notices under this Agreement by giving the other parties written notice of such change.
 
IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Amendment.
 
  Cellceutix Corporation  
     
     
  Dr. Krishna E. Menon   
 
 
4
 

EXHIBIT A
 
PRIOR AGREEMENT
 
 
 
5
 
 
EXHIBIT B
 
NET SALES DEFINITION
 
“ Net Sales ” means all proceeds from the sale or other disposition of a Licensed Product in an arms’ length transaction, less the reasonable and customary deductions from such gross amounts actually paid, including, without limitation,
 
(a) 
trade, cash and quantity discounts actually allowed and taken directly with respect to such sales;
 
(b) 
amounts repaid, credits or allowances actually granted for damaged goods, defects, recalls, returns or rejections of Licensed Products and retroactive price reductions;
 
(c) 
to the extent separately stated on purchase orders, invoices or other documents of sale, taxes levied on and/or other governmental charges made as to production, or transportation or insurance charges;
 
(d) 
sales, use and value-added taxes and other similar taxes incurred;
 
(e)
charge back payments and rebates granted to (i) managed health care organizations, (ii) federal, state and/or local governments or their agencies, (iii) purchasers and reimbursing organizations, or (iv) trade customers, including, without limitation, wholesalers and chain and pharmacy buying groups; and
 
(f) 
freight, postage, shipping, customs duties and insurance charges to the extent included in the proceeds actually received from the customer.
 
If a Licensed Product is sold or distributed for use in combination with or as a component of another product or products (a “Combination Product”), the calculation of “Net Sales” from such Combination Product will be determined, on a country by country basis, by multiplying the Net Sales for such Combination Product calculated as set forth above by the fraction A/(A+B), where A is the then current average wholesale price, in such country of the Licensed Product contained in the Combination Product if sold separately, and B is the then current average wholesale price in such country of any other active component or components (or any products containing such components as the sole active ingredient) in the Combination Product if sold separately. In the event that the Licensed Product is sold in the form of a Combination Product containing one or more active ingredients other than Licensed Product and one or more such active ingredients of the Combination Product are not sold separately, then the above formula will be modified such that A will be the Direct Cost of the Licensed Product and B will be the Direct Cost of any other active component or components in the combination, where “Direct Cost” means the sum of the following: (i) the actual cost of raw materials; (ii) the actual cost of direct labor including salaries, wages and employee benefits; and (iii) the manufacturing overhead resources consumed in the production process, including but not limited to rent, depreciation, insurance, services and utilities
 
 
6
EXHIBIT 10.48
 
ASSIGNMENT
 
THIS AGREEMENT, effective on the date of last signature hereof (“Effective Date”), is by and between Dr. Krishna Menon, an individual residing at 10 Bridle Way, N. Reading, MA 01864 (hereinafter “Menon”) and Cellceutix Corporation, a Nevada corporation located at 100 Cummings Center, Suite 151, Beverly MA 01915 USA (hereinafter “Cellceutix”).
 
1. By assignment of even date herewith, Menon owns an interest in and to U.S. Patent No. 8,338,454, U.S. Patent Application No. 13/685,879, filed November 27, 2012 (collectively the “Patents”), and the inventions disclosed and claimed therein.
 
2. Cellceutix desires to own the Patents, the inventions disclosed and claimed therein, any other U.S. patents or applications that rely on the Patents for priority, and any extension or reissue of the Patents.
 
3. Accordingly, for ten dollars ($10.00) and other good and valuable consideration, receipt of which is hereby acknowledged, Menon hereby assigns to Cellceutix all of his right, title and interest in and to the Patents, the inventions disclosed and claimed therein, all rights to claim priority in any country on the basis of either Patent, and all applications for patents filed or that may hereafter be filed for the same inventions in any country, and all patents which may be granted on any such applications, and all extensions, renewals, and reissues thereof.
 
4. Menon further assigns to Cellceutix all causes of action and associated damages for any and all acts of infringement of the Patents that may have occurred prior to the date of this Assignment.
 
5. Menon hereby authorizes and requests the Commissioner of Patents and Trademarks of the United States to record this Assignment and, to the extent it assigns pending applications, to issue all Letters Patent issuing therefrom to Cellceutix or its assign in accordance with the terms of this Assignment. Menon further authorizes and requests any official of any foreign country whose duty it is to issue patents on applications as described above, to issue all patents for this invention to Cellceutix or its assign in accordance with the terms of this Assignment.
 
6. Menon hereby agrees, without further consideration, to communicate with Cellceutix, any facts known to it respecting the inventions disclosed and claimed in the Patents, and to testify in any legal proceeding, sign all lawful papers when called upon to do so, execute and deliver any and all papers that may be necessary or desirable to perfect the title in Cellceutix to the Patents, any other worldwide patents or applications directly or indirectly claiming priority to the Patents, and the inventions disclosed and claimed therein, to execute all divisional, continuation, and reissue applications, make all rightful oaths and generally do everything possible to aid Cellceutix to obtain and enforce proper patent protection for this invention, it being understood that any expense incident to the execution of such papers shall be borne by Cellceutix.
 
7. This Assignment and all rights granted herein shall inure to the benefit of the heirs, successors and assigns of Cellceutix.
 
8. This Agreement shall be construed and enforced pursuant to the laws of the Commonwealth of Massachusetts, without reference to its choice of law principles to the contrary, and of the United States. The sole and official version of this Agreement is in the English language.
 
 
1
 
 
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed by a duly authorized officer on the dates specified below.
 
Dr. Krishna Menon    Cellceutix Corporation  
         
 
  By:
 
 
 
  Name:
 
 
 
  Title:
 
 
 
 
 
2
 
EXHIBIT 99.1
 
Cellceutix Appoints Dr. Barry Schechter to Board of Directors as Company Focuses on Meeting Requirements for Stock Exchange Uplisting
 
BEVERLY, MA--(Marketwired - Sep 2, 2014) -   Cellceutix Corporation (OTCQB: CTIX) (the "Company"), a clinical stage biopharmaceutical company developing innovative therapies in oncology, dermatology, and antibiotic applications, is pleased to announce the appointment of Dr. Barry Schechter M.D. F.A.A.O. to the Cellceutix Board of Directors, effective October 1st, 2014. Dr. Schechter, a Principal and the Director of the Department of Cornea and External Disease at Florida Eye Microsurgical Institute, brings years of experience to Cellceutix through his specialization in ocular pathology and diseases, including infections.
 
Cellceutix is focused on meeting the remaining requirements necessary to uplist to a senior exchange. The Company believes that being listed on the New York Stock Exchange or NASDAQ will serve many valuable functions, including allowing large funds and institutions to invest who are otherwise not allowed to invest in OTC-listed companies, increased stock liquidity, and validating market potential for Cellceutix’s extensive pipeline. Cellceutix plans to call for a shareholder meeting to elect additional independent directors for serving on its board and audit committee in the coming weeks.
 
“As we make preparation to uplist to a senior exchange while simultaneously expanding our portfolio into additional indications, it is an opportune time for us to strengthen our team. Dr. Schechter is an outstanding addition to lend his expertise for our clinical and especially ophthalmic initiatives, as we prepare Brilacidin for ocular infections,” commented Leo Ehrlich, Chief Executive Officer of Cellceutix. “We have now completed our 8 th cohort in our Kevetrin trial at Harvard Cancer Center’s Dana Farber and Beth Israel Deaconess hospitals. We are approaching a pivotal point for our Company, especially with all of the clinical data on the horizon and now is the time to push forward. Venerable individuals like Dr. Schechter, in combination with others that we are recruiting as independent directors, will help us take it to the next level. We feel that the market is only just starting to appreciate the real value of Cellceutix. Our experience suggests that there is a great deal of interest in Cellceutix by institutions and funds that are governed by rules that limit investment in OTC-listed companies. By executing these appointments, we are a step closer to becoming a NYSE or NASDAQ company and attracting a whole new group of long-term investors.”
 
“From the outset, I see opportunities in the Cellceutix pipeline that have the potential to address some serious areas of unmet medical need in the ophthalmic space,” said Dr. Barry Schechter. “I am excited and honored to be joining the Board of Directors at Cellceutix and eager to become more familiar with the compounds to help them reach their full potential.”
 
Barry Schechter, M.D., F.A.A.O., is the Director of Department of Cornea and External Disease at Florida Eye Microsurgical Institute. Dr. Schechter's practice involves diseases of the ocular surface including dry eyes, allergies, infection; the latest in corneal, refractive, and cataract surgery, and glaucoma. He is on the Editorial board for Advanced Ocular Care, a journal that reaches the top 10% of Ophthalmologists and select Optometrists. Dr. Schechter has reviewed articles for  Cornea , the  British Journal of Ophthalmology , and  Journal of the American Academy of Ophthalmology . He has lectured internationally and published about treatment of ocular tumors, on lens implants, on dry eyes, and written a textbook chapter on surgical techniques. Dr. Schechter is involved in clinical research and consults for several ophthalmic pharmaceutical companies.

 
1
 
 
About Cellceutix:
 
Headquartered in Beverly, Massachusetts, Cellceutix is a publicly traded company under the symbol "CTIX". Cellceutix is a clinical stage biopharmaceutical company developing innovative therapies in oncology, dermatology and antibiotic applications. Cellceutix believes it has a world-class portfolio of compounds and is now engaged in advancing its compounds and seeking strategic partnerships. Cellceutix's anti-cancer drug Kevetrin is currently in a Phase 1 clinical trial at Harvard Cancer Centers' Dana Farber Cancer Institute and Beth Israel Deaconess Medical Center. In the laboratory Kevetrin has shown to induce activation of p53, often referred to as the "Guardian Angel Gene" due to its crucial role in controlling cell mutations. Cellceutix is planning a Phase 2 clinical trial with its novel compound Brilacidin-OM for the prevention and treatment of Oral Mucositis. Brilacidin-OM, a defensin mimetic compound, has shown in the laboratory to reduce the occurrence of severe ulcerative oral mucositis by more than 94% compared to placebo. Cellceutix's anti-psoriasis drug Prurisol has recently completed a Phase 1 clinical trial and is being readied for a Phase 2 trial. Prurisol is a small molecule that acts through immune modulation and PRINS reduction. Cellceutix's key antibiotic, Brilacidin, has completed enrollment in a Phase 2b trial for Acute Bacterial Skin and Skin Structure Infections, or ABSSSI. Brilacidin has the potential to be a single-dose therapy or a dosing regimen that is shorter than most currently marketed antibiotics for multi-drug resistant bacteria (Superbugs). Cellceutix has formed research collaborations with world-renowned research institutions in the United States and Europe, including MD Anderson Cancer Center, Beth Israel Deaconess Medical Center, and the University of Bologna. More information is available on the Cellceutix web site at www.cellceutix.com.
 
Forward-Looking Statements
 
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that could cause Cellceutix's actual results and experience to differ materially from anticipated results and expectations expressed in these forward looking statements. Cellceutix has in some cases identified forward-looking statements by using words such as "anticipates," "believes," "hopes," "estimates," "looks," "expects," "plans," "intends," "goal," "potential," "may," "suggest," and similar expressions. Among other factors that could cause actual results to differ materially from those expressed in forward-looking statements are Cellceutix's need for, and the availability of, substantial capital in the future to fund its operations and research and development; including the amount and timing of the sale of shares of common stock to Aspire Capital; the fact that Cellceutix's compounds may not successfully complete pre-clinical or clinical testing, or be granted regulatory approval to be sold and marketed in the United States or elsewhere. A more complete description of these risk factors is included in Cellceutix's filings with the Securities and Exchange Commission. You should not place undue reliance on any forward-looking statements. Cellceutix undertakes no obligation to release publicly the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by applicable law or regulation.
 

Contact:
INVESTOR AND MEDIA CONTACT:
Cellceutix Corporation
Leo Ehrlich
info@cellceutix.com
 
 
2