Item 1.01 Entry into a Material Definitive Agreement.

On September 9, 2022, Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the "Company"), entered into a Master Services Agreement with Factor Bioscience Inc., a Delaware corporation ("Factor"), pursuant to which Factor has agreed to provide services to the Company as agreed between the Company and Factor and set forth in one or more work orders under such agreement (including the first work order thereunder, the "MSA"). Under the MSA, Factor has agreed to provide the Company with mRNA cell engineering research support services, including access to certain facilities, equipment, materials and training, and the Company has agreed to pay Factor an initial fee of $5,000,000, payable in twelve equal monthly installments of $416,667. Following the initial 12-month period, the Company has agreed to pay Factor a monthly fee of $416,667 until such time as the first work order under the MSA is terminated.

The Company may terminate the first work under the MSA on or after the second anniversary of the date of the MSA, subject to providing Factor with 120 days' prior notice. Factor may terminate such work order only on and after the fourth anniversary of the date of the MSA, subject to providing the Company with 120 days' prior notice. The MSA contains customary confidentiality provisions and representations and warranties of the parties, and the MSA may be terminated by ether party upon 30 days' prior notice, subject to any superseding termination provisions contained in a particular work order.

In connection with entering into the MSA, Factor's subsidiary, Factor Bioscience Limited ("Factor Limited"), agreed to waive payment of $3,500,000 otherwise payable to it in October 2022 by the Company's subsidiaries under the Company's previously disclosed Exclusive License Agreement, dated April 26, 2021, by and among Factor Limited and the Company's wholly owned subsidiaries, Novellus Therapeutics Limited and Brooklyn ImmunoTherapeutics LLC.

The foregoing description of the MSA is only a summary and is qualified in its entirety by reference to the full text of the MSA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit                                  Description
 Number
  10.1     Master Services Agreement, dated September 9, 2022, by and between
           Factor Bioscience Inc. and Brooklyn ImmunoTherapeutics, Inc.

  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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