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): September 29,
2016
MetaStat, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
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000-52735
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20-8753132
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(Commission
File Number)
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(IRS
Employer Identification No.)
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27 Drydock Avenue, 2
nd
Floor
Boston, MA 02210
(Address of principal executive offices and zip code)
(617) 531-6500
(Registrant's
telephone number including area code)
(Registrant's
former name or former address, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under
any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive
Agreement.
On
September 29, 2016, MetaStat, Inc. (the “
Company
” or
“
MetaStat
”) and Celgene
Corporation (“
Celgene
”) entered into an
amendment (the “
Amendment
”) to a
previously executed pilot materials transfer agreement (the
“
Research
Agreement
”), to conduct a mutually agreed upon pilot
research project (the “
Pilot Project
”). The
Amendment provides for milestone payments to the Company of up to
$973,482. Under the terms of the Research Agreement, Celgene will
provide certain proprietary materials to MetaStat and MetaStat will
evaluate Celgene’s proprietary materials in the
Company’s metastatic cell line and animal nonclinical models.
The milestone schedule calls for Celgene to pay the Company
$486,741 upon execution of the Amendment and the balance in
accordance with the completion of three (3) milestones to
Celgene’s reasonable satisfaction. The term of the Research
Agreement is one (1) year, unless extended by the parties. Either
party may terminate the Research Agreement with thirty (30) days
prior written notice.
The
foregoing description of the Research Agreement and the Amendment
does not purport to be complete and is qualified in its entirety by
reference to the complete text of (i) the Research Agreement filed
as Exhibit 10.1 hereto and (ii) the Amendment filed as Exhibit 10.2
hereto.
Item 9.01.
Financial Statement and
Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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Pilot
Materials Transfer Agreement between MetaStat, Inc. and Celgene
Corporation dated August 22, 2016.
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First
Amendment to
Pilot Materials
Transfer Agreement between MetaStat, Inc. and Celgene Corporation
dated September 29, 2016.
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†
Confidential treatment requested.
SIGNATURES
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 thereunto duly authorized.
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METASTAT,
INC.
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By:
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/s/
Douglas
A. Hamilton
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Name: Douglas A.
Hamilton
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Title:
President and CEO
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Dated:
October 6, 2016
3
Exhibit 10.1
CONFIDENTIAL
TREATMENT REQUESTED.
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED IS OMITTED AND MARKED WITH “****” OR
OTHERWISE
CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT
HAS
ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE
COMMISSION.
PILOT MATERIALS TRANSFER AGREEMENT
This
Pilot Materials Transfer Agreement ("Agreement") is made and
entered into as of August 22, 2016 ("EFFECTIVE DATE") by and among
Celgene Corporation, a Delaware corporation having a place of
business at 85 Morris Avenue, Summit, NJ, 07901 (together with its
subsidiaries and affiliates, hereinafter collectively referred to
as “Celgene”), and MetaStat, Inc.,
a Nevada corporation having an
address at 27 Drydock Ave., 2nd Floor, Boston, MA 02210-2377
("Company”).
WHEREAS
CELGENE and/or its Affiliates (as defined herein) has discovered,
developed, patented, owns and/or controls certain chemical and/or
biological compounds, reagents, cell lines and/or other proprietary
materials (“CELGENE MATERIALS” as further defined
herein);
WHEREAS
Company desires to perform, at Company, certain research with such
CELGENE MATERIALS (“PILOT PROJECT,” as further
described herein);
WHEREAS
Celgene is willing to provide Company with samples of the CELGENE
MATERIALS for the sole purpose of enabling Company to conduct such
PILOT PROJECT, under the terms and conditions set forth in this
Agreement;
THEREFORE, in
consideration of the mutual promises contained herein, the parties
agree as follows:
1
DEFINITIONS
1.1
"CELGENE
INTELLECTUAL PROPERTY" means all intellectual property of Company,
including, without limitation, all U.S. and non-U.S. patents,
patent applications, patent rights, trademarks, trademark
applications, common law trademarks, Internet domain names, trade
names, service marks, service mark applications, common law service
marks, and the goodwill associated therewith, copyrights, in both
published and unpublished works, whether registered or
unregistered, copyright applications, franchises, licenses,
know-how, trade secrets, technical data, designs, customer lists,
confidential and proprietary information, whether such intellectual
property has been created, applied for or obtained anywhere
throughout the world.
1.2
"CELGENE
MATERIALS” means those certain chemical and/or biological
compounds, reagents, cell lines and/or other proprietary materials
discovered, developed, patented, owned and/or controlled by Celgene
and/or its Affiliates, and listed in Appendix A, which may be
updated from time to time only by mutual written agreement of the
parties.
1.3
"COMPANY
INTELLECTUAL PROPERTY" means all intellectual property of Company,
including, without limitation, all U.S. and non-U.S. patents,
patent applications, patent rights, trademarks, trademark
applications, common law trademarks, Internet domain names, trade
names, service marks, service mark applications, common law service
marks, and the goodwill associated therewith, copyrights, in both
published and unpublished works, whether registered or
unregistered, copyright applications, franchises, licenses,
know-how, trade secrets, technical data, designs, customer lists,
confidential and proprietary information, whether such intellectual
property has been created, applied for or obtained anywhere
throughout the world.
1.4
"CONFIDENTIAL
INFORMATION" means all materials, trade secrets or other
information, including, without limitation, proprietary information
and materials (whether or not patentable) regarding a party's
technology, products, business information or objectives, which is
designated as confidential in writing by the disclosing party,
whether by letter or by the use of an appropriate stamp or legend,
prior to or at the time any such material, trade secret or other
information is disclosed by the disclosing party to the other
party. Notwithstanding the foregoing to the contrary, (a)
materials, trade secrets or other information which is orally,
visually or physically disclosed by a party shall constitute
CONFIDENTIAL INFORMATION if the disclosing party indicated at the
time of such disclosure that such materials, trade secrets or other
information were confidential and, within twenty (20) days after
such disclosure, delivers to the other party a written document or
documents describing the materials, trade secrets or other
information and referencing the place and date of such oral, visual
or physical disclosure, and (b) materials, trade secrets or other
information which is disclosed in writing without an appropriate
letter, stamp or legend shall constitute CONFIDENTIAL INFORMATION
if the disclosing party, within ten (10) days after such
disclosure, delivers to the other party a written document or
documents describing the materials, trade secrets or other
information, and referencing the place and date of such written
disclosure. To the extent either party has received CONFIDENTIAL
INFORMATION from the other party prior to the EFFECTIVE DATE, it
shall be maintained in confidence in accordance with Section 2.12
of this Agreement.
1.5
“PILOT
PROJECT" means the research and/or experimentation set forth on the
attached Appendix B pertaining to the CELGENE
MATERIALS.
2
MATERIAL
TRANSFER
2.1
Transfer
Of CELGENE
MATERIALS
. Celgene agrees to deliver or have delivered to
Company the CELGENE MATERIALS for the PILOT PROJECT. Company shall
treat the CELGENE MATERIALS as the CONFIDENTIAL INFORMATION of
Celgene.
2.2
License to Company
. Celgene
hereby grants to Company, for the Term of this Agreement, a
non-exclusive, nontransferable, non-sublicensable, fully paid-up,
royalty free license to use the CELGENE MATERIALS solely to conduct
PILOT PROJECT.
2.3
Use of CELGENE MATERIALS
.
Company agrees to use the CELGENE MATERIALS solely to perform PILOT
PROJECT. Company further agrees that CELGENE MATERIALS will not be
made available, transferred, or provided to anyone outside of
Company and its affiliates directly involved in the PILOT PROJECT
without Celgene’s express prior written
approval.
2.4
Return
of Unused CELGENE
MATERIALS
. Upon the earlier of (a) completion of the PILOT
PROJECT or (b) termination or expiration of this Agreement, Company
shall, at Celgene’s option, return to Celgene or destroy all
CELGENE MATERIALS in Company’s possession.
2.5
No
Human Use
.
Company agrees that any and all CELGENE MATERIALS supplied by or on
behalf of Celgene will be used under suitable containment
conditions solely for laboratory use, including
in vitro
and
in vivo
laboratory studies, and will
not be used in humans.
2.6
Celgene's
Ownership
Rights; Company’s Ownership Rights
.
(a)
Except as otherwise expressly provided in this Agreement, Celgene,
as applicable, shall retain all right, title, and interest in and
to the CELGENE MATERIALS and CELGENE INTELLECTUAL PROPERTY in
existence as of the EFFECTIVE DATE. Except as set forth in Section
2.2, no right or interest in or to any intellectual property rights
of Celgene is granted or implied hereunder.
(b)
Except as otherwise expressly provided in this Agreement, Company,
as applicable, shall retain all right, title, and interest in and
to the COMPANY INTELLECTUAL PROPERTY in existence as of the
EFFECTIVE DATE. No right or interest in or to any intellectual
property rights of Company is granted or implied
hereunder.
2.7
Work Product
. Upon the earlier
of (a) completion of the PILOT PROJECT or (b) expiration or
termination of this Agreement, Company shall provide to Celgene a
written report setting forth all data and results obtained by
Company in the performance of the PILOT PROJECT (hereinafter the
“WORK PRODUCT”). The WORK PRODUCT shall be solely owned
by Celgene and treated by Company as the CONFIDENTIAL INFORMATION
of Celgene.
2.8
Ownership
Of Inventions
Arising Hereunder
. The parties do not envision inventions
arising from the PILOT PROJECT, however in the event that
inventions are conceived and/or reduced to practice in connection
with Company’s performance of PILOT PROJECT, subject to
Section 2.6(b) hereof and to the extent such inventions relate to
the CELGENE MATERIALS, Celgene shall solely own all right, title
and interest in and to any such inventions (hereinafter the
“PROPRIETARY RIGHTS”), and Company hereby assigns their
entire right, title and interest in and to any PROPRIETARY RIGHTS
to Celgene.
2.9
Term
.
Unless earlier
terminated as provided in Section 2.11, or extended by written
agreement of the parties, the Term of this Agreement shall be a
period of one (1) year, commencing on the EFFECTIVE
DATE.
2.10
Intentionally
Omitted
.
2.11
Termination
.
Either party
may terminate this Agreement at any time by giving the other party
thirty (30) days prior written notice.
2.12
Secrecy Obligations and
Exceptions
. With regard to CONFIDENTIAL INFORMATION, the
receiving party agrees:
A. not to use
the CONFIDENTIAL INFORMATION except for the sole purpose of
performing under the terms of this Agreement; and
B. to
safeguard CONFIDENTIAL INFORMATION against disclosure to others
with the same degree of care as it exercises with its own
confidential information of a similar nature and in no event less
than a reasonable degree of care.
2.12.1
The receiving party
shall not be prevented from using or disclosing any CONFIDENTIAL
INFORMATION:
A. which the
receiving party can demonstrate by pre-existing written records was
previously known to it; or
B. which is
now, or becomes in the future, public knowledge other than through
acts or omissions of the receiving party; or
C. which is
lawfully obtained by the receiving party from sources independent
of the disclosing party.
2.13
Permitted Disclosures
.
Notwithstanding Section 2.12, the receiving party shall have the
right to disclose CONFIDENTIAL INFORMATION to the extent required
by law after notice to the disclosing party and an opportunity for
the disclosing party to seek injunctive relief and/or an
appropriate protective order.
2.14
Press Releases
. Any press
release, public announcement or similar publicity by the parties
with respect to this Agreement and/or the PILOT PROJECT shall be
subject to the prior consent of the other party, which consent
shall not be unreasonably withheld, unless such communication is
required to be made by law or pursuant to the rules and regulations
of the Securities and Exchange Commission or the New York Stock
Exchange listing requirements or an equivalent agency and after
consultation and coordination between the parties.
2.15
Use of Names
. Neither party
shall use the name of the other party, nor any adaptation thereof,
in any advertising, promotional or sales literature or other
publication without the prior consent of such other party, which
shall not be unreasonably withheld.
3
REPRESENTATIONS AND
WARRANTIES
3.1
By
Company
.
Company represents and warrants to Celgene that it has the lawful
right and authority to enter into this Agreement, and grant the
rights set forth herein, without the consent or approval of another
person or entity.
3.2
By Company
. Company represents
and warrants that it is regularly engaged in conducting tests
in vitro
or in laboratory
research animals and is qualified by training and/or experience to
conduct such tests, and the PILOT PROJECT, using the CELGENE
MATERIALS.
3.3
By Celgene
. Celgene represents
and warrants that it has the lawful right and authority to enter
into this Agreement without the consent or approval of another
person or entity.
3.4
EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED HEREIN, CELGENE PROVIDES NO
WARRANTIES FOR THE CELGENE MATERIALS, EXPRESS OR IMPLIED, EITHER IN
FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND CELGENE
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
4
MISCELLANEOUS
PROVISIONS
4.1
Notices
. All notices, requests,
demands and other communications required or permitted to be given
under this Agreement shall be in writing and shall be mailed by
first class mail, registered or certified, return receipt
requested, postage prepaid to the party to whom notice is to be
given (in which case such notice shall be deemed to have been duly
given on the third (3rd) day following the date of such sending),
or sent by facsimile or e-mail delivery of a “.pdf”
format data file and confirmed by first class mail, registered or
certified, return receipt requested, postage prepaid (in which case
such notice shall be deemed to have been duly given on the date of
the sending of such facsimile), and properly addressed as
follows:
To Celgene:
Celgene
Attn:
Research Alliance Development
10300
Campus Point Drive, Suite 100
San
Diego, CA 92121
Alliance@celgene.com
To
Company:
MetaStat,
Inc.
Attn:
Douglas A. Hamilton
27
Drydock Ave
Boston
MA, 02210
Dhamilton@MetaStat.com
Either
party may change its address for purposes of this Section 4.1 by
giving notice to the other party in the manner provided
above.
4.2
Entire Agreement
. This
Agreement (together with all attached Appendices) constitutes the
full and complete agreement and understanding between the parties
concerning the subject matter contained herein, and shall supersede
any and all prior written and oral agreements concerning such
subject matter. This Agreement may not be amended, nor may any
provision be waived, without a written instrument executed by
Company and Celgene.
4.3
Waiver
. No failure or delay by
any party to insist upon the strict performance of any term,
condition, covenant, or agreement of this Agreement, or to exercise
any right, power, or remedy hereunder or thereunder or consequent
upon a breach hereof or thereof shall constitute a waiver of any
such term, condition, covenant, agreement, right, power or remedy
or of any such breach or preclude such party from exercising any
such right, power, or remedy at any later time or
times.
4.4
Remedies
. No right, power, or
remedy herein conferred upon or reserved to any party is intended
to be exclusive of any other right, power, or remedy, and each and
every right, power, and remedy of any party pursuant to this
Agreement or now or hereafter existing at law or in equity or by
statute or otherwise shall to the extent permitted by law be
cumulative and concurrent, and otherwise shall be in addition to
every other right, power, or remedy pursuant to this Agreement, or
now or hereafter existing at law or in equity or by statute or
otherwise. The exercise or beginning of the exercise by any party
of any one or more of such rights, powers, or remedies shall not
preclude the simultaneous or later exercise by any party of any or
all such other rights, powers, or remedies.
4.5
Number
Headings
. Headings in this
Agreement are included herein for the convenience of reference only
and shall not constitute a part of this Agreement for any
purpose.
4.6
And Gender
. Words in the
singular shall include the plural, and words in a particular gender
shall include either or both genders, when the context in which
such words are used indicates that such is the intent.
4.7
Validity
. If for any reason any
clause or provision of this Agreement, or the application of any
such clause or provision in a particular context or to a particular
situation, circumstance or person, should be held unenforceable,
invalid or in violation of law by any court or other tribunal, then
the application of such clause or provision in contexts or to
situations, circumstances or persons other than that in or to which
it is held unenforceable, invalid or in violation of law shall not
be affected thereby, and the remaining clauses and provisions
hereof shall nevertheless remain in full force and
effect.
4.8
Assignment
. Company shall have
no right to assign its rights or obligations under this Agreement
without the prior written consent of Celgene and any attempt by
Company to assign this Agreement or any right or obligation
hereunder in violation of this Section 4.8 shall be void and of no
effect. Celgene shall have the unrestricted right to assign its
rights and obligations under this Agreement upon prior written
notice to Company.
4.9
Independent Contractors
.
Company and Celgene shall not be deemed to be partners, joint
venturers or each other's agents, and neither shall have the right
to act on behalf of the other except as expressly provided
hereunder or otherwise expressly agreed to in writing.
4.10
Governing Law
. The Agreement
shall be governed by and construed in accordance with the laws of
the State of Delaware without regard to conflicts of law principles
that may result in the application of the substantive laws of
another jurisdiction, and each party submits to the exclusive
jurisdiction of the federal and state courts located in
Delaware.
4.11
Counterparts
.
This
Agreement may be executed in two (2) counterparts, and each
executed counterpart shall be considered an original of the same
agreement if each party has executed at least one
counterpart.
[SIGNATURE
PAGE FOLLOWS]
Celgene
Corporation
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MetaStat,
Inc.
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By:
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/s/
James
R. Hentke
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By:
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/s/
Douglas
A. Hamilton
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Title:
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Executive Director,
NCD
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Title:
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President and
CEO
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Date:
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8/24/16
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Date:
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8/22/2016
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APPENDIX A
CELGENE
MATERIALS
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CELGENE
ID #
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Amount
Provided
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Shipping
Address
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****
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3 grams (3 g)
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Mike Peterson
27 Drydock Ave, 2
nd
Floor
Boston, MA 02210
(617) 531-0872
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APPENDIX B
PILOT
PROJECT
****
Exhibit 10.2
CONFIDENTIAL TREATMENT REQUESTED.
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED IS OMITTED AND MARKED WITH “****” OR
OTHERWISE
CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT
HAS
ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE
COMMISSION.
FIRST AMENDMENT TO PILOT MATERIALS TRANSFER AGREEMENT
This is
an amendment (“First Amendment”), effective as of
September 29, 2016 (“First Amendment Effective Date”),
to the Pilot Materials Transfer Agreement (
“Agreement”) by and between Celgene Corporation, a
Delaware corporation having its principal place of business at 86
Morris Avenue, Summit, New Jersey 07901 (together with its
subsidiaries and affiliates hereinafter collectively referred to as
“Celgene”) and MetaStat, Inc., a Nevada corporation
having an address at 27 Drydock Avenue, 2
nd
Floor, Boston, MA
02210-2377 (“Company”).
WHEREAS, on August
22, 2016, Celgene and Company entered into the
Agreement;
WHEREAS, the
Agreement sets forth certain rights and obligations of the parties
relating to the Pilot Project hereunder; and
WHEREAS, Celgene
and Company now mutually desire to amend the Agreement as further
described below upon the terms and conditions set forth
herein.
NOW,
THEREFORE, in consideration of the covenants contained herein the
parties hereto, intending to be legally bound hereby, agree to
amend the Agreement as follows:
I.
Section 1.5 of the
Agreement shall be deleted in its entirety and replaced by the
following:
1.5 “PILOT
PROJECT” means the research and/or experimentation and budget
attached hereto as Appendix B pertaining to the CELGENE MATERIALS
and incorporated herein by reference.
II.
Section 2.3.1 shall
be added to the Agreement as follows:
2.3.1
Funding.
(a)
Research
Support
. Celgene shall pay Company the amounts set forth in
Appendix B, attached hereto and made a part hereof. Outside of
items specifically valued and listed in Appendix B, Celgene may
provide other “transfers of value,” in connection with
the Pilot Project, as those terms are defined in the Department of
Health and Human Services Final Rule Implementing the Transparency
Reporting Provisions of Section 6002 of the Affordable Care Act (42
CFR Parts 402 and 403) (the “U.S. Sunshine Act”) to
Company. Transfers of value may include, but are not limited to:
the provision of sufficient quantities of study drug, if any,
and/or placebo; the provision of diagnostic exams; the provision of
necessary equipment for the conduct of the Pilot Project; and other
in-kind items Celgene provides to the Company. Company acknowledges
and agrees that Celgene may release information about the existence
of this Agreement and the terms hereof, including payment and other
items of value given under this Agreement to government authorities
under state or federal law. Company further acknowledges that such
information may be made publicly available by such government
authorities. Disclosures by Celgene under these situations shall be
deemed a permitted disclosure, and Company shall have no recourse
against Celgene for such disclosures.
(b)
Payment
Schedule
. Celgene shall pay Company the amounts set forth in
Appendix B according to the schedule set forth therein
(“Total Cost”), in consideration for the performance of
the Pilot Project and in accordance with the completion of the
following milestones (“Milestones”) to Celgene’s
reasonable satisfaction. Each Milestone shall require Company to
submit written reports (“Reports”), each of which must
be received and approved by Celgene before payment shall be
issued.
Milestone #1: 50%
of Total Cost/Initial payment upon First Amendment Effective Date
(September 29, 2016).
Milestone #2: 25%
of Total Cost to be completed upon
****
.
Milestone #3: 15%
of Total Cost upon
****
.
Milestone #4: 10%
of Total Cost due upon
****
.
(c)
Company
Obligations
. Company shall monitor expenditures, in
accordance with its policies, to ensure that the funds provided by
Celgene are spent in accordance with this Agreement and approved
budgets. Company shall have the right to re-budget funds between
cost categories in the Pilot Project as reasonably deemed necessary
by Company; provided, however, that all funds provided to Company
are spent solely in the conduct of the Pilot Project. Within thirty
(30) days of the completion and/or termination of the Pilot Project
and/or this Agreement, Company shall provide a full accounting to
Celgene of all costs incurred and funds expended in connection with
the Pilot Project and provided further that Company notifies
Celgene, in advance, of any desire to re-budget funds. All funds
not expended at the completion or termination of the Pilot Project
and/or this Agreement shall be returned to Celgene within thirty
(30) days of such completion or termination.
III.
Attachment to First Amendment
.
The Attachment to this First Amendment, attached hereto and
incorporated herein by reference, which includes additional study
aims and costs related thereto, shall be appended to Appendix B of
the Agreement.
IV.
The following table
shall be added to Appendix B and titled “Payment
Schedule:”
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Payment Schedule
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Deliverables to Celgene
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Date
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Payment
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Execution
of First
Amendment
and
Upon
Receipt of
Invoice*
(a)
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Milestone #1
(50%)
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$486,741
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Upon
Receipt of
Interim
Report and
Invoice*
(b)
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Milestone #2
(25%)
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$243,371
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Upon
Receipt of
Interim
Report and
Invoice*
(b)
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Milestone #3
(15%)
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$146,022
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Upon
Receipt of
Final
Report and
Invoice*
(b)
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Milestone #4
(10%)
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$97,348
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TOTAL COST:
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$973,482
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*Please
submit invoices with Purchase Order Number to the attention
of:
Celgene
Corporation
P.O.
Box 27797
Salt
Lake City, UT 84130
CelgeneCorporation@metasource.com
(a)
Invoice
to be paid within 1 day from receipt of invoice
(b)
Invoice
to be paid within 10 days from receipt of invoice
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V.
Definitions.
Capitalized terms used herein and
not otherwise defined in this First Amendment shall have the same
meaning as set forth in the Agreement.
VI.
Effect of First Amendment.
Except as otherwise amended hereby, all terms and conditions of the
Agreement shall remain in full force and effect and the rights,
duties, liabilities and obligations of the parties thereto, as
presently constituted, will continue in full effect.
VII.
No Modification.
This First
Amendment may be amended or modified, or any provision hereof
waived, only by a written instrument executed by the parties
hereto.
VIII.
Counterparts.
This First
Amendment may be executed in counterparts, each of which when
executed shall be deemed to be an original and both of which
together shall constitute one and the same document.
IN WITNESS WHEREOF
, the parties have caused this First
Amendment to be executed by their respective duly authorized
representatives as of the First Amendment Effective Date written
above.
Celgene
Corporation
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MetaStat,
Inc.
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By:
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/s/
Peter
Worland
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By:
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/s/
Douglas
A. Hamilton
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Name:
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Peter
Worland
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Name:
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Douglas A.
Hamilton
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Title:
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CVP, Integrative
Research Dev.
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Title:
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President and
CEO
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Date:
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9/29/2016
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Date:
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9/29/2016
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Approved for Legal
Content: DC/sb
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4