Item 1.01 Entry into a Material Definitive Agreement.
License Agreement
On May 22, 2023, Burzynski Research Institute, Inc. (the "Company") entered into
a License Agreement (the "License Agreement") with Dr. Stanislaw R. Burzynski
("Dr. Burzynski"), pursuant to which Dr. Burzynski licensed to the Company the
exclusive rights in the Territory (composed of the United States and Canada) to
make, have made, use, sell, offer for sale, and distribute or otherwise exploit
the licensed products and services relating to Antineoplastons, including but
not limited to any patent rights which may be granted in these countries. The
License Agreement currently covers four United States patents owned by Dr.
Burzynski (the "US Patents"). The first of these US Patents includes the patent
which was originally issued to the Company on May 31, 2022 and re-assigned to
Dr. Burzynski in early 2023, covering methods for the treatment of
leptomeningeal disease using Antineoplaston. The second of these US Patents
includes the patent issued to Dr. Burzynski on March 21, 2023, also covering
methods for the treatment of leptomeningeal disease using Antineoplaston. The
third of these US Patents includes the patent issued to Dr. Burzynski on April
21, 2020, covering methods for the treatment of recurrent glioblastoma (RGBM).
The fourth of these US Patents includes the patent issued to Dr. Burzynski on
February 1, 2022, covering methods for the treatment of glioblastoma multiforme.
Additionally, there are two pending Canadian patent applications (covering
methods for the treatment of leptomeningeal disease and methods for the
treatment of recurrent glioblastoma), and one pending United States patent
applications (covering methods for the treatment of glioblastoma multiforme).
The License Agreement will terminate upon the earlier of the expiration of the
last patent licensed to the Company, or termination by Dr. Burzynski, at his
option, if he is removed as a director or officer of the Company without his
consent, if the Company files for bankruptcy or is the subject of any proceeding
under applicable bankruptcy laws where such proceeding is not dismissed within
90 days from the date a petition is filed, or if any shareholder or group of
shareholders acting in concert becomes the beneficial owner of the Company's
securities having voting power equal to or greater than the voting power of the
securities Dr. Burzynski holds. The License Agreement grants Dr. Burzynski the
limited right to manufacture, use, sell, distribute and otherwise exploit
Antineoplastons in the Company's exclusive territory solely in connection with
the treatment of patients in Dr. Burzynski's medical practice until such date
that the FDA may approve the sale of Antineoplastons for the treatment of cancer
in the United States.
Amended and Restated Research Funding Agreement
On May 22, 2023, the Company also entered into the amended and restated research
funding agreement (the "Amended Research Funding Agreement") with Dr. Burzynski,
pursuant to which the parties amended and restated the original Research Funding
Agreement dated March 1, 1997, as amended, in connection with the execution of
the License Agreement and to limit the scope of the Amended Research Funding
Agreement to the United States and Canada. The term of the Amended Research
Funding Agreement was renewed and extended until February 29, 2024, which is
also automatically renewable for an additional one year term unless one party
notifies the other party at least thirty days prior to the expiration of the
term of the agreement of its intention not to renew the agreement.
Amended and Restated Royalty Agreement
On May 22, 2023, the Company also entered into the amended and restated royalty
agreement (the "Amended Royalty Agreement") with Dr. Burzynski, pursuant to
which the parties amended and restated the original Royalty Agreement dated
March 25, 1997, as amended, in connection with the execution of the License
Agreement and to limit the scope of the Amended Research Funding Agreement to
the United States and Canada.
Dr. Burzynski currently serves as the Chairman of the Board and the Chief
Executive Officer of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 License Agreement, dated May 22, 2023, by and between the Company and
Dr. Stanislaw R. Burzynski.
10.2 Amended and Restated Research Funding Agreement, dated May 22, 2023,
by and between the Company and Dr. Stanislaw R. Burzynski.
10.3 Amended and Restated Royalty Agreement, dated May 22, 2023, by and
between the Company and Dr. Stanislaw R. Burzynski.
104 Cover Page Interactive File (the cover page tags are embedded within the
Inline XBRL document).
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