Item 1.01 Entry into a Material Definitive Agreement.
On
Under the ESRA, the Company agrees to pay to EHBE a royalty based on any and all
licensing revenue or other consideration paid to the Company by a third-party
licensee, assignee or purchaser, or an amount equal to the royalty percentage
multiplied by the fair value of the intellectual property created under the ESRA
in connection with a change of control transaction. Pursuant to the ESRA, EHBE
will provide a budget to the Company for each project, and the Company will make
payments in accordance with the budget and pay an annual retainer to EHBE of
In exchange for the consideration paid by the Company to EHBE, the Company will have the right to use all data, products, and information, including intellectual property which are generated in the performance of the research under each and all projects funded by the Company pursuant to the ESRA, and EHBE assigns and agrees to assign, to the Company all rights to any intellectual property developed under or as a part of a project funded by the Company pursuant to the ESRA.
The initial term of the agreement is one year, with automatic renewal for successive one-year terms unless either party terminates upon 60 days' prior written notice pursuant to the ESRA.
The foregoing summary of the ESRA does not purport to be complete and is qualified in its entirety by the full text of such agreement, a copy of which is filed hereto as Exhibit 10.1, and which is incorporated herein by reference.
Item 8.01 Other Events.
On
The information set forth in Item 8.01 of this Report shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, and shall not be deemed to be incorporated by reference in any of the
Company's filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. Description 10.1*+ Exclusive Sponsored Research Agreement, datedOctober 12, 2021 , by and between the Company and Emerald Health Biotechnology España, S.L. 99.1* Press Release _________
* Furnished herewith. + Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets ("[****]") because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
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