**MATERIAL TRANSFER AGREEMENT**

The NCI-supported Pediatric Preclinical Testing Program (PPTP) is a
comprehensive program to systematically evaluate new agents against
childhood solid tumor and leukemia models. The PPTP is supported through
a National Cancer Institute (NCI) research contract to St. Jude
Children's Research Hospital (St Jude) with Dr. Peter Houghton as the
Principal Investigator. Testing occurs both at St Jude and also at
subcontract sites that have expertise in specific childhood cancers,
including: Children's Hospital of Philadelphia (John Maris), Albert
Einstein Medical Center (Richard Gorlick), Duke University (Henry
Friedman), Texas Tech University Health Sciences Center (C. Patrick
Reynolds), and Children's Cancer Institute Australia (Richard Lock). The
primary goal of the PPTP is to identify new agents that have the
potential for significant activity when clinically evaluated against
selected childhood cancers. The terms of this Material Transfer
Agreement are consistent with the above mentioned contractual
agreements.

> NCI: [National Cancer Institute, Division of Cancer Treatment and
> Diagnosis]{.underline}
>
> Institution: [\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}
>
> Institution's PPTP Investigator:
> [\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}

1\. NCI agrees to transfer to the Pediatric Preclinical Testing Program
(PPTP) Investigator and Investigator's Institution Research Materials
provided by NCI collaborators ("Collaborators"). The individual Research
Materials are proprietary and confidential to NCI Collaborators. The
Research Materials are provided to DCTD, NCI for the PPTP under a
Material Transfer Agreement between NCI Collaborator and NCI. For
purpose of Section 9 and Section 12 of this Agreement, if applicable,
Collaborator shall also mean its affiliates, its agents, its licensee(s)
of the Research Material and its business partner(s) co-developing the
Research Material.

2\. THE RESEARCH MATERIALS MAY NOT BE USED IN HUMANS. The Research
Materials will only be used for research purposes by Institution\'s PPTP
Investigator and staff members in his/her laboratory, for the research
project described below, under suitable containment conditions. The
Research Materials will not be used (i) for commercial purposes,
including for screening, production or sale, for which a
commercialization license may be required or (ii) in any research in
which a for-profit company (other than Collaborator) has rights or an
option to obtain rights, including the right to obtain access to the
data or results. Institution agrees to comply with all Federal rules and
regulations applicable to the research project described below and the
handling of the Research Materials. Further, Institution and PPTP
Investigator agree to comply with all applicable federal regulations and
National Institutes of Health policies relating to the use and care of
the laboratory animals.

3\. The Research Materials will be used by Institution\'s PPTP
Investigator solely in connection with the following research project
(\"Research Project\") described with specificity as follows:

4\. Institution, Institution's PPTP Investigator and other Institution
staff members in PPTP Investigator's laboratory shall not (a) make any
complements, analogs, conjugates, derivatives or modifications of the
Research Materials or (b) sequence, analyze, or otherwise determine the
chemical structure or physical properties of the Research Materials, to
the extent such structures or properties are not already publicly known
or expressly provided for in the Research Project; and if Institution,
Institution's PPTP Investigator or staff members in his/her laboratory
does so in violation of the foregoing, then Institution hereby agrees
that all such complements, analogs, conjugates, derivatives
modifications, and sequences are Collaborator Inventions as defined in
Section 12 hereof and shall be treated in accordance with the provisions
of that section.

5\. The Research Materials are proprietary and confidential to
Collaborator. Collaborator has agreed to allow NCI to make its
proprietary compound(s) available to Investigator and Institution solely
for use in furtherance of this Research Project. No license grant to or
assignment of interest in Research Materials, express or implied, by
estoppel or otherwise is intended or shall be construed by
Collaborator's agreement to provide Research Materials for the Research
Project. Institution\'s PPTP Investigator agrees to retain control over
the Research Materials and further agrees not to transfer the Research
Materials to other people not under her or his direct supervision
without advance written approval of NCI after consultation with
Collaborator. NCI shall obtain Collaborator's consent for any such
request. Collaborator reserves the right to distribute the Research
Materials to others and to use it for its own purposes. When the
Research Project is completed, Institution's PPTP Investigator will
lawfully dispose of the Research Materials as directed by NCI (with
certification of such destruction provided to NCI).

6\. The Research Materials are provided as a service to the research
community. THEY ARE BEING SUPPLIED TO INSTITUTION BY THE COLLABORATOR
THROUGH NCI WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NCI and
Collaborator make no representations that the use of the Research
Materials will not infringe any patent or proprietary rights of third
parties. Collaborator has agreed to hold Institution and participating
PPTP institutions harmless and to indemnify Institution and
participating PPTP institutions for all liabilities, demands, damages,
expenses and losses arising out of Collaborator's use for any purpose of
the data resulting from the Research Project. Results of the Research
Project disclosed by NCI to Collaborator are disclosed with no
warranties, express or implied, including any warranty of
merchantability or fitness for a particular purpose. Institution makes
no representations that the use of the results will not infringe any
patent or proprietary rights of third parties. Institution assumes sole
responsibility for any liabilities, damages, losses and costs incurred
in connection with Institution's use, handling, storage, transfer, or
disposal of the Research Materials, except when such liabilities,
damages, losses and costs arise from the gross negligence or willful
misconduct of the Collaborator.

7\. Subject to the rights set out in Section 12, Institution has the
right to retain title to Institution Inventions as defined in Section
12. Institution agrees not to claim, infer, or imply endorsement by the
Government of the United States of America (hereinafter referred to as
\"Government\") of the Research Project, the institution or personnel
conducting the Research Project or any resulting product(s). Unless
prohibited by law from doing so, Institution agrees to hold the
Government and Collaborator harmless and to indemnify the Government and
Collaborator for all liabilities, demands, damages, expenses and losses
arising out of Institution\'s use for any purpose of the Research
Materials, except when such liabilities, demands, damages, expenses or
losses arise from the gross negligence and/or willful misconduct of the
Collaborator.

8\. NCI and Institution expressly certify and affirm that the contents
of any statements made herein are truthful and accurate.

9\. Institution agrees to inform NCI at least quarterly or more
frequently as specified by contractual arrangements of the results of
the Research Project using the Research Materials in accordance with
this section and will confidentially inform NCI promptly of any
significant results that arise from such Research Project so that NCI
may promptly forward such results and notification to Collaborator in
confidence. Results of the Research Project shall be provided
exclusively and in confidence to the NCI and the PPTP Steering Committee
(NCI staff and selected childhood cancer experts who advise NCI staff
concerning the Research Materials evaluated by the PPTP). From time to
time, NCI will disclose the results to selected childhood cancer
clinicians in order to assist their planning of clinical trials of
anti-cancer agents. All selected childhood cancer experts and clinicians
who need to have access to the Research Project results are under an
obligation of confidentiality no less restrictive than in this
Agreement. The Institution, PPTP Investigator, and NCI agree that,
subject to publication rights under Section 11, they shall keep the
research results confidential and that Collaborator is hereby granted
the right to use, without further consideration, all data and results
generated under this Research Project for any legitimate business
purpose, including for Collaborator's own analyses and for use in
regulatory or intellectual property filings.

10\. The following will apply to all publications or presentations at
the appropriate time for such disclosures. In all oral presentations or
written publications concerning the Research Project, Institution's PPTP
Investigator will acknowledge NCI\'s and Collaborator's contribution of
the Research Materials unless requested otherwise. To the extent
permitted by law, Institution agrees to treat in confidence, for a
period of five (5) years from the date of its disclosure, any of NCI\'s
or Collaborator's written information about the Research Materials that
is/are stamped \"CONFIDENTIAL\" ("Confidential Information") except for
information that Institution can clearly demonstrate by competent
written proof was previously known to Institution or that is or becomes
publicly available without breach of this Agreement by Institution or
which is disclosed to Institution without a confidentiality obligation
by a third party having a lawful right to do so or is independently
developed by Institution's personnel who have not had access to
Confidential Information as demonstrated by competent written proof, or
is required to be disclosed by law. For the avoidance of any doubt, the
identity or identification of the Research Materials, any non-public
code number or designation associated with the Research Materials and
any link between the Research Materials as identified in the Research
Project and the Research Materials as they may otherwise be known or
identified shall all constitute Confidential Information of the
Collaborator. Any oral disclosures from NCI to Institution of
Confidential Information shall be summarized in writing within thirty
(30) days after the date of the oral disclosure and marked
"Confidential". All Confidential Information shall be used solely in
furtherance of the Research Project and not for any other purpose.

11\. Collaborator agrees that Institution or PPTP Investigator may
publish data and results generated under the Research Project in
peer-reviewed scientific journals or present those data and results at
academic symposia or similar professional meetings in accordance with
the following provisions. Such public disclosure may be made only after
Collaborator has had forty-five (45) days to review the proposed
disclosure to determine if it includes any Confidential Information or
patentable information, except when a shortened time period under court
order or the Freedom of Information Act pertains. To ensure
Collaborator's review of the proposed disclosure, Institution will
provide a confidential copy of the proposed disclosure to NCI not less
than sixty (60) days prior to submission of such proposed disclosure for
publication. Abstracts and other presentations must be provided to NCI
in sufficient time to allow Collaborator at least ten (10) days to
review any planned submission. Institution agrees not to submit proposed
disclosures for publication until written notification from NCI of
approval to do so; Institution must check with NCI to confirm that the
review period has elapsed before submitting proposed disclosures for
publication. If NCI or Collaborator has provided comments, Institution
must address comments prior to submission. If requested in writing by
the NCI, pursuant to a request by the Collaborator, Institution shall
delete, or cause to be deleted, any Confidential Information; or
withhold, or shall cause to be withheld, the proposed disclosure for an
additional forty-five (45) days to allow the Collaborator to protect its
confidential information or to cooperate with Institution in protecting
the parties proprietary interests in the Institution Inventions. Failure
by Institution to comply with the provisions of this Section 11 will
constitute a violation of this Agreement and, at Collaborator's request
to NCI, may result in termination of all rights under this Agreement.
Institution agrees not to submit proposed disclosures for publication
without written notification from NCI of approval to do so.

12\. Institution agrees to abide by the following terms (the
"Intellectual Property Option to Collaborator"):

Institution agrees to promptly and confidentially notify NCI in writing
of any inventions, discoveries or innovations made by Institution's PPTP
Investigator or staff members of his/her laboratory, whether patentable
or not, which are conceived and/or first actually reduced to practice in
the performance of the Research Project using the Research Materials or
within six (6) months after completion of the Research Project
(hereinafter together with any patent rights obtained thereon, the
\"Institution Inventions\"). Institution agrees to notify NCI in writing
upon the earlier of: (i) any submission of any invention disclosure by
Institution's PPTP Investigator or his/her researchers to Institution
relating to any Institution Invention, or (ii) the filing of any patent
applications related to the research with the Research Materials and in
either case will provide Collaborator, to the extent that Collaborator's
identity is known based upon disclosure by the NCI, with a confidential
copy of same. If Institution does not elect to file an intellectual
property application on an Institution Invention, then Collaborator may
elect to file and prosecute the intellectual property application
appropriately naming Institution as an assignee, in a timely manner and
at Collaborator's expense. Institution will cooperate in the preparation
and filing of a patent or other intellectual property application.

Institution agrees to grant to Collaborator: (i) a fully paid-up,
royalty-free, worldwide, non-exclusive, sub-licensable, license to use
the Research Material under all Institution Inventions relating to the
Research Material and resulting from the Research Project for any
purpose, including commercial purposes; and (ii) a time‑limited first
option to negotiate an exclusive, world‑wide royalty‑bearing license for
all commercial purposes, including the right to grant sub‑licenses,
subject to any rights of the Government of the United States of America
to all Institution Inventions on terms to be negotiated in good faith by
the Collaborator and Institution. Collaborator shall notify Institution,
in writing, of its interest in obtaining an exclusive license to any
Institution Invention within one (1) year of Collaborator's receipt of
written notice of such Institution Invention(s). In the event that
Collaborator fails to so notify Institution, or elects not to obtain an
exclusive license, then Collaborator's option shall expire with respect
to that Institution Invention, and Institution will be free to dispose
of its interests in such Institution Invention in accordance with
Institution's policies. If Institution and Collaborator fail to reach
agreement within ninety (90) days of notification by Collaborator of its
licensing interest (or such additional period as Collaborator and
Institution may agree) on the terms for an exclusive license for a
particular Institution Invention, then for a period of six (6) months
thereafter Institution shall not offer to license the Institution
Invention to any third party on materially better terms than those last
offered to Collaborator without first offering such terms to
Collaborator, in which case Collaborator shall have a period of thirty
(30) days in which to accept or reject the offer. Furthermore,
Institution agrees to grant to Collaborator a non‑exclusive, worldwide,
royalty‑free, fully paid-up, irrevocable right and license for research
(including drug development) purposes to all research results and data
and to any such Institution Inventions.

Institution agrees, and NCI agrees that Institution is authorized to
agree, that notwithstanding anything herein to the contrary, any
inventions, discoveries or innovations, whether patentable or not, which
are not Subject Inventions as defined in 35 USC 201(e),\* arising out of
any unauthorized use of the Collaborator's Research Materials and/or any
modifications to the Research Materials, shall be the property of the
Collaborator that provided the Research Materials (hereinafter
\"Collaborator Inventions\"). Institution will promptly notify the NCI
and Collaborator in writing of any such Collaborator Inventions and, at
Collaborator's request and expense, Institution will request permission
from the National Institutes of Health (NIH), if necessary, to cause to
be assigned to Collaborator all right, title and interest in and to any
such Collaborator Inventions and provide Collaborator with reasonable
assistance to obtain patents (including causing the execution of any
invention assignment or other documents). Institution may also be
conducting other more basic research using the Research Materials under
the authority of a separate Material Transfer Agreement (MTA), or other
such agreement with the NCI or Collaborator. Inventions arising
thereunder shall be subject to the terms of the separate MTA or other
such agreement, and not to this clause.

> *\* 35 USC 201 (e): The term \'\'subject invention\'\' means any
> invention of the contractor conceived or first actually reduced to
> practice in the performance of work under a funding agreement:
> Provided, That in the case of a variety of plant, the date of
> determination (as defined in section 41(d) (FOOTNOTE 1) of the Plant
> Variety Protection Act (7 U.S.C. 2401(d))) must also occur during the
> period of contract performance.*

13\. The failure of Institution or Institution's PPTP Investigator to
comply with Sections 2, 3, 4, 5, 9, 10, 11 or 12 shall authorize NCI to
terminate Institution's rights under this Agreement and shall require
Institution's PPTP Investigator to return immediately any Research
Materials provided under this Agreement to NCI.

14\. This Agreement constitutes the entire agreement and understanding
of the parties and supersedes any prior agreements, promises or
understandings, written or verbal, relating to the subject matter
hereof. This Agreement may not be changed or supplemented, nor may any
provision or the benefit thereof be waived, except by a writing duly
signed by all parties.

15\. Each party represents to the other that (a) it has the full power
and authority, and has taken all necessary actions and has obtained all
necessary authorizations, licenses, consents and approvals required, to
execute and perform this Agreement, (b) is not bound by or subject to
any law that would conflict with, prohibit or interfere with the
performance of its obligations hereunder, and (c) neither party is nor
shall become party during the term of this Agreement to any agreement,
arrangement, joint venture, collaboration, competitive project, or other
dealing whatsoever with any other person or body that would or might
affect, conflict with or prejudice this Agreement or the rights of
either party under it.

16\. This Agreement shall terminate four (4) years from the date of the
last signature. Sections 4, 5, 6, 7, 11 and 12 shall survive the
termination. Section 10 shall survive the termination for the period
provided therein.

**Signatures Begin on the Next Page**

**SIGNATURES**

**INSTITUTION**

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Date PPTP Investigator

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\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date Authorized Signature for Institution and Title

Institution\'s Official and Mailing Address:

**NATIONAL CANCER INSTITUTE**

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\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date Kevin Brand

Technology Transfer Specialist

Technology Transfer Center, NCI

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date Sherry Ansher, Ph.D.

Coordinator, Research and Development Agreements

Please address all correspondence related to this agreement to Dr. Zhang
at the following address:

Jian Qiao Zhang, Ph.D.

Regulatory Affairs Branch

Cancer Therapy Evaluation Program

DCTD, NCI, NIH

Executive Plaza North, Suite 7111

6130 Executive Blvd

Rockville, MD 20852

301-496-7912

Any false or misleading statements made, presented, or submitted to the
Government, including any relevant omissions, under this Agreement and
during the course of negotiation of this Agreement are subject to all
applicable civil and criminal statutes including Federal statutes 31
U.S.C. \'\' 3801‑3812 (civil liability) and 18 U.S.C. \' 1001 (criminal
liability including fine(s) and/or imprisonment).