ITUS CORPORATION (NASDAQ:ITUS) Files An 8-K Entry into a Material Definitive Agreement

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ITUS CORPORATION (NASDAQ:ITUS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On November 17, 2017, ITUS Corporation, through its wholly-owned subsidiary, Certainty Therapeutics, Inc. (“Certainty”), entered into a two-year collaboration agreement (the “Agreement”) with H. Lee Moffitt Cancer Center and Research Institute, Inc. (“Moffitt”) to advance toward human clinical testing the CAR-T technology licensed by Certainty from The Wistar Institute aimed initially at treating ovarian cancer (the “Technology”).

to the Agreement, Certainty will work with researchers at Moffitt to complete studies necessary to submit an Investigational New Drug (IND) application for the Technology with the U.S. FDA (the “Collaboration”). The co-inventor of the CAR-T technology that Certainty licensed from The Wistar Institute will be the principal investigator at Moffitt on the IND-enabling studies.

Certainty shall pay Moffitt $1.16 million over two (2) years for its efforts in the Collaboration, with the first payment to be paid upon the execution of the Agreement, and subsequent installments to be paid periodically thereafter.

The research materials contributed by the respective parties in the Collaboration will continue to be owned by such parties; provided, however, that all data generated by or in collaboration with Moffitt or use of the contributed research materials shall be jointly owned by the parties. The Agreement does not grant Moffitt any rights to the Technology, however, any Inventions invented jointly between Certainty and Moffitt employees shall be jointly owned by Certainty and Moffitt.

The Company has granted Moffitt a royalty-free, non-sublicensable, non-transferable, perpetual, non-exclusive license to use and practice any Invention (as such term is defined in the Agreement) invented by the Company for Moffitt’s internal non-commercial research purposes. Moffitt has granted the Company an option to acquire a royalty-bearing, sublicensable exclusive license in any Invention invented by Moffitt or to Moffitt’s rights in a joint Invention. The option is exercisable within six months after Moffitt notifies the Company of a new Invention, and the terms of any such license would be negotiated by the parties following the option exercise.

The term of the Agreement is 24 months, unless extended upon mutual written agreement of the parties or unless sooner terminated under certain circumstances, including but not limited to uncurable breach, bankruptcy, or nonavailability of the Moffitt principal investigator responsible for conducting the Collaboration.


About ITUS CORPORATION (NASDAQ:ITUS)

ITUS Corporation is engaged in developing a diagnostic platform called Cchek, for the early detection of tumor-based cancers. The Cchek cancer detection platform measures a patient’s immune response to a malignancy by detecting the presence, absence and quantity of certain immune cells that exist in and around a tumor and that enter the blood stream. Instead of seeking to alter or boost the body’s immune system and its ability to destroy cancer cells, the Company has developed techniques and protocols for measuring the subtle immunological changes that occur in the blood stream during tumor development. Through its protocols, the Company has detected the biomarkers in the peripheral blood of biopsy verified cancer patients, and in distinguishing the blood of healthy patients from the blood of cancer patients.