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EX-99.2 3 pharmacyte_ex9902.htm LICENSE AGREEMENT
Exhibit 99.2
LICENSE AGREEMENT
This LICENSE AGREEMENT (this “Agreement”) is made as of April 2, 2020 (the “Effective Date”), between PharmaCyte
Biotech, Inc., a company organized under the laws of Nevada and having an address of 23046 Avenida de la Carlota, Suite 600,
Laguna Hills, CA 92653 (“Licensee”) and Hai Kang Life Corporation Limited, a corporation organized under the laws of Hong Kongand having an address of Units 601 - 605 Biotech Centre 1 Hong Kong Science Park, Shatin, NT, HK (Company number 0676913)(“Licensor”). Licensee and Licensor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Licensor developed a proprietary COVID-19 diagnostic kit and owns and/or controls all tangible or intangibleknow-how, trade secrets, data, information and any physical, chemical, or biological materials, inventions, or proposals for research or
methods of research pertaining to the COVID-19 diagnostic kit and the development of the COVID-19 diagnostic kit;
WHEREAS, Licensee wishes to obtain from Licensor an exclusive license to develop and commercialize the COVID-19
diagnostic kit, and Licensee is willing to grant such a license, all on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt andsufficiency of which are hereby acknowledged, Licensee and Licensor hereby agree as follows:
ARTICLE 1
DEFINITIONS
Unless the context otherwise requires, the terms in this Agreement with initial letters capitalized, shall have the meanings set
forth below, or the meaning as designated in the indicated places throughout this Agreement.
1.1 “Accounting Standards” means internationally recognized accounting principles (including IFRS, U.S. GAAP, and thelike), in each case, as generally and consistently applied by the applicable selling party.
1.2 “Affiliate” means, with respect to a Person, any other Person that now or in the future, directly or indirectly through one
or more intermediaries controls, is controlled by, or is under common control with such Person, as applicable, but only for so long as
such other Person continues to control, be controlled by, or be under common control with such first Person. For the purpose of thisdefinition, “control” (including, with correlative meaning, the terms “controlled by” and “under the common control”) means (a) topossess, directly or indirectly, the power to direct the management or policies of a Person, whether through ownership of voting
securities, by contract relating to voting rights or corporate governance, or otherwise, or (b) direct or indirect beneficial ownership ofmore than fifty percent (50%) (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in aparticular jurisdiction) of the voting share capital or other equity interest in a Person.
1.3 “Claims” means all Third Party demands, claims, actions, proceedings and liability (whether criminal or civil, in contract,
tort or otherwise) for losses, damages, reasonable legal costs and other reasonable expenses of any nature.
1.4 “Commercialize” or “Commercialization” means all activities directed to marketing, distributing, detailing, offering forsale or selling a Product (as well as importing and exporting activities in connection therewith), all activities directed to obtaining
Pricing Approvals, and all activities directed to Phase 4 studies.
1.5 “Commercially Reasonable Efforts” means the use of reasonable, diligent, good faith efforts and resources, as normallyused by a pharmaceutical company of similar size and financial standing for a product discovered or identified internally by such
similarly situated company, which product is at a similar stage in its development or product life and is of similar market potential,
taking into account efficacy, safety, patent and regulatory exclusivity, anticipated or approved labelling, present and future market
potential, competitive market conditions, the profitability of the product in light of pricing and reimbursement issues, and otherrelevant factors.

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1.6 “Confidential Information” of a Party means all Know-How, unpublished patent applications and other information anddata of a financial, commercial, business, operational or technical nature of such Party that is: (a) disclosed by or on behalf of such
Party or any of its Affiliates or otherwise made available to the other Party or any of its Affiliates, whether made available orally, inwriting or in electronic form; or (b) learned by the other Party pursuant to this Agreement. The terms of this Agreement are theConfidential Information of both Parties.
1.7 “Control” or “Controlled” means, with respect to any Know-How, Patent or other intellectual property rights, that a Party
has the legal authority or right (whether by ownership, license or otherwise) to grant a license, sublicense, access or other right (asapplicable) under such Know-How, Patent, or other intellectual property rights to the other Party on the terms and conditions set forth
herein, in each case without breaching the terms of any agreement with a Third Party, provided, that if a Party or any of its Affiliates isacquired during the Term, then the intellectual property of the acquiror of such Party or any of its Affiliates shall not be deemed
Controlled by such Party or Affiliate.
1.8 “Develop” or “Development” means all development activities for any Product, including all pre-clinical and clinicaltesting and studies of any Product, distribution of Product for use in clinical trials (including placebos and comparators), statisticalanalyses, and the preparation, filing and prosecution of any Marketing Authorization Application for any Product, as well as all
regulatory affairs related to any of the foregoing.
1.9 “Dollar” means U.S. dollars, and “$” shall be interpreted accordingly.
1.10 “EMA” means the European Medicines Agency or any successor entity thereto.
1.11 “Emergency Use Authorization” means emergency use authorization pursuant to Section 564 of the Federal Food,
Drug and Cosmetic Act, 21 U.S.C.A. 301 et. seq.
1.12 “European Union” means the European Union and its member states as of the Effective Date, which are: Austria,
Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy,
Latvia, Lithuania, Luxemburg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden, and each of
their successors to the extent such successors occupy the same territory.
1.13 “FDA” means the United States Food and Drug Administration or any successor entity thereto.
1.14 “Field” means all human and veterinary uses, including therapeutic, prophylactic and diagnostic uses in all possible
indications.
1.15 “First Commercial Sale” means, with respect to any Product in any country or jurisdiction in the Territory, the firstarm’s length sale of such Product by Licensee, its Affiliates or Sublicensees to a Third Party for distribution, use in such country or
jurisdiction after the Regulatory Approvals have been obtained for such Product in such country or jurisdiction.
1.16 “Force Majeure Event” means an event that is caused by or results from causes beyond the reasonable control of theaffected Party, including embargoes, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civilcommotions, strikes, lockouts or other labor disturbances, fire, floods, earthquakes or other acts of God, or acts, omissions or delays inacting by any Government Authority.
1.17 “Government Authority” means any federal, national, state, provincial or local government, or political subdivision
thereof, or any multinational organization or any authority, agency or commission entitled to exercise any administrative, executive,
judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division
thereof, or any governmental arbitrator or arbitral body).
1.18 “Indication” means a separate and distinct disease or medical condition for which a separate Regulatory Approval isrequired. For clarity, different subpopulations of a particular human disease or medical condition (including those distinguished byphenotype, genotype, biomarker or treatment history) shall nevertheless constitute a single Indication, and different lines of therapy
for a particular human disease or medical condition shall nevertheless constitute a single Indication.

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1.19 “Invention” shall mean any process, method, improvement, composition of matter, article of manufacture, discovery or
finding, patentable or otherwise, that is conceived, invented, or reduced to practice as a result of a Party exercising its rights or
carrying out its obligations under this Agreement, whether directly or via its Affiliates, agents or independent contractors, including
all rights, title and interest in and to the intellectual property rights therein.
1.20 “Know-How” means all technical information, know-how and materials, including without limitation, experimental
protocols and procedures, analytical methods and tests, specifications, biological, chemical, pharmacological, toxicological,
preclinical, clinical, assay, control, and other data.
1.21 “Laboratory Developed Test” means an in vitro diagnostic test that is designed, manufactured and used within a single
laboratory for which the FDA is not enforcing any premarket review or other Regulatory Approval requirements.
1.22 “Law” means any federal, state, local, foreign or multinational law, statute, standard, ordinance, code, rule, regulation,
resolution or promulgation, or any order by any Government Authority, or any license, franchise, permit or similar right granted under
any of the foregoing, or any similar provision having the force or effect of law.
1.23 “Licensed Know-How” means all Know-How that is Controlled by Licensor or its Affiliates as of the Effective Date or
during the term of this Agreement and relates to a Product and/or Product(s).
1.24 “Licensed Patents” means all Patents relating to the Product and/or Products in Licensor’s possession or Control on the
Effective Date or during the term of the Agreement.
1.25 “Licensed Technology” means the Licensed Know-How and Licensed Patents.
1.26 “Licensee Patents” means all Patents generated by Licensee or its Affiliates or Sublicensees in the course ofDevelopment or Commercialization of a Product.
1.27 “MAA” or “Marketing Authorization Application” means an application to the appropriate Regulatory Authority for
approval to market a Product (but excluding Pricing Approval) in any particular jurisdiction and all amendments and supplements
thereto, including any Emergency Use Authorization filed with the FDA in the U.S.
1.28 “MHRA” means the Medicines and Healthcare products Regulatory Agency (MHRA) of the United Kingdom.
1.29 “Net Sales” means, with respect to any Product, the gross amount received by Licensee, any of its Affiliates or
Sublicensees for sales or other dispositions of such Product, less the following deductions, each to the extent (i) reasonable,
customary, and consistent with Licensee’s business practices, (ii) actually incurred in respect of such Product and not otherwise
recovered or reimbursed to the selling party, and (iii) included in the gross invoiced sales price:(a)delivery of such Product;(b)freight, postage, shipping costs, and other charges, such as insurance, relating to the transportation andsales and excise taxes, customs duties, and any other governmental charges imposed upon the sale of such

Product;(c)discounts and chargebacks actually granted, allowed or incurred in connection with the sale of such
Product, provided that such discounts and chargebacks, to the extent applicable to the Product and one or more other products ofLicensee, its Affiliates or Sublicensees, are not allocated disproportionately to such Products compared to such other products ofLicensee, its Affiliates or Sublicensees;(d)allowances or credits actually given to customers in connection with the sale of such Product and not inexcess of the selling price of such Product, in each case on account of rejection, outdating, recalls or return of such Product;3

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https://www.sec.gov/Archives/edgar/data/1157075/000168316820001127/pharmacyte_ex9902.htm(e)rebates, reimbursements, fees or similar payments to (i) wholesalers and other distributors, pharmacies andother retailers, buying groups (including group purchasing organizations), health care insurance carriers, pharmacy benefit
management companies, health maintenance organizations, Government Authorities, or other institutions or health care organizations
in connection with the sale of such Product; or (ii) to patients and other Third Parties arising in connection with any programapplicable to such Product, under which Licensee or its Affiliates or Sublicensees provide to low income, uninsured or other patientsthe opportunity to obtain pharmaceutical products at no cost or reduced cost, in each case provided that such rebates, reimbursements,
fees or similar payments, to the extent applicable to the Product and one or more other products of Licensee, its Affiliates or
Sublicensees, are not allocated disproportionately to such Products compared to such other products of Licensee, its Affiliates or
Sublicensees; and(f)any other charges, costs, expenses or accruals that are customarily deducted in the determination of “netsales” in accordance with the applicable selling party’s Accounting Standards.
For the avoidance of doubt, if a single item falls into more than one of the categories set forth in clauses (a)-(f) above, suchitem may not be deducted more than once.
Net Sales shall not include amounts (whether actually existing or deemed to exist for purposes of calculation) for (i) thetransfer of Product among Licensee and its Affiliates and Sublicensees for subsequent re-sale, (ii) Product transferred at cost or for free
for use in clinical trials; or (iii) Product provided at or below cost as samples or for charitable purposes.
1.30 “North America” means the United States and Canada, and their respective territories and possessions.
1.31 “Patent” means all patents, patent applications, and invention disclosures, including without limitation, any and allcontinuations, continuations-in-part, divisions, patents of addition, confirmations, reissues, renewals, extensions, and counterparts
thereof, if applicable.
1.32 “Person” means any individual, partnership, limited liability company, firm, corporation, association, trust,unincorporated organization or other entity.
1.33 “Price” means the price per unit of Product set forth in Exhibit A.
1.34 “Pricing Approval” means such governmental approval, agreement, determination or decision establishing prices for a
Product that can be charged and/or reimbursed in regulatory jurisdictions where the applicable Government Authorities approve or
determine the price and/or reimbursement of pharmaceutical products and where such approval or determination is necessary for thecommercial sale of such Product in such jurisdictions.
1.35 “Product” means any COVID-19 diagnostic kits, including a Laboratory Developed Test produced, Developed,
Commercialized, submitted for Regulatory Approval, and/or sold in any jurisdiction in the Territory, including, without limitation anyof Licensor’s existing COVID-19 diagnostic kits and any future COVID-19 diagnostic kits derived from Licensor’s COVID-19
diagnostic kits. Where applicable, Product shall additionally refer to all rights and related intellectual property rights Patent rights
and Know-How related to such Product.
1.36 “Regulatory Approval” means all approvals, including Pricing Approvals and MAAs or Emergency Use
Authorizations, that are necessary for the commercial sale of a Product in a given country or regulatory jurisdiction.
1.37 “Regulatory Authority” means any applicable Government Authority responsible for granting Regulatory Approvals
for Product, including the FDA, the EMA, the MHRA and any corresponding national or regional regulatory authorities regulating orotherwise exercising authority with respect to activities contemplated in this Agreement.
1.38 “Regulatory Materials” means (a) applications for marketing approvals (including all investigational applications,
Emergency Use Authorization applications, premarket notification submissions, premarket approval submissions, material labelingsupplements, Regulatory Authority meeting requests, and core data sheets), registrations, licenses, authorizations, and approvals(including Regulatory Approvals), (b) correspondence and reports submitted to or received from Regulatory Authorities (including
minutes and official contact reports relating to any communications with any Regulatory Authority) and all supporting documentswith respect thereto, including all regulatory lists, advertising and promotion documents, adverse event files, and complaint files, and(c) data contained or relied upon in any of the foregoing, in each case ((a), (b), and (c)) relating to a Product in order to Develop,
manufacture, market, sell or otherwise Commercialize a Product in a particular country or jurisdiction. “Regulatory Materials”
includes any MAA, Emergency Use Authorization, or Regulatory Approval.
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1.39 “Schengen Countries” means Austria, Belgium, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece,
Hungary, Iceland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Monaco, Netherlands, Norway, Poland, Portugal, San
Marino, Slovakia, Slovenia, Spain, Sweden, Switzerland, and Vatican City.
1.40 “Sublicensee” means a Third Party to which Licensee has granted a sublicense to research, Develop, make, have made,use, import, offer for sale, sell and otherwise Commercialize Products in the Field in any particular country in the Territory.
1.41 “Subsidiary” means, with respect to a Party or a Third Party, any entity that now or in the future, directly or indirectly
through one or more intermediaries is controlled by such Party or Third Party, as applicable, but for only so long as such control
exists. As used in this definition of “Subsidiary”, “control” means (a) to possess, directly or indirectly, the power to direct the
management or policies of an entity, whether through ownership of voting securities, by contract relating to voting rights or corporate
governance, or otherwise, or (b) direct or indirect beneficial ownership of more than fifty percent (50%) (or such lesser percentage
which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) of the voting share capital or other
equity interest in such entity.
1.42 “Tax” or “Taxes” means any (a) all federal, provincial, territorial, state, municipal, local, foreign or other taxes, imposts,
rates, levies, assessments and other charges in the nature of a tax (and all interest and penalties thereon and additions thereto imposedby any Government Authority), including all income, excise, franchise, gains, capital, real property, goods and services, transfer, value
added, gross receipts, windfall profits, severance, ad valorem, personal property, production, sales, use, license, stamp, documentarystamp, mortgage recording, employment, payroll, social security, unemployment, disability, escheat, estimated or withholding taxes,
and all customs and import duties, together with all interest, penalties and additions thereto imposed with respect to such amounts, ineach case whether disputed or not; (b) any liability for the payment of any amounts of the type described in clause (a) as a result of
being or having been a member of an affiliated, consolidated, combined or unitary group; and (c) any liability for the payment of any
amounts as a result of being party to any tax sharing agreement or arrangement or as a result of any express or implied obligation toindemnify any other person with respect to the payment of any amounts of the type described in clause (a) or (b).
1.43 “Territory” means North America, the Schengen Countries, the United Kingdom, Turkey, and such other countries, ifany, as may be agreed upon by the Parties.
1.44 “Third Party” means any Person other than a Party or an Affiliate of a Party.
1.45 “United States” or “U.S.” means the United States of America including its territories and possessions.
1.46 “Valid Claim” means, with respect to any country, a claim of an issued and unexpired Patent (as may be extended
through supplementary protection certificate or patent term extension or the like) that has not been cancelled, revoked, held invalid or
unenforceable by a decision of a patent office or other Government Authority of competent jurisdiction from which no appeal can betaken (or from which no appeal was taken within the allowable time period) and which claim has not been disclaimed, denied or
admitted to be invalid or unenforceable through reissue, re-examination or disclaimer or otherwise.
1.47 Additional Definitions. The following table identifies the location of definitions set forth in various Sections of theAgreement:
Definition
Additional Third Party License
Agreement
Bankruptcy CodeDisclosing Party
Effective Date
Excluded Claim
Licensor
Licensor Indemnitees
ICC
Indemnified Party
Indemnifying Party
Infringement
Joint Inventions
Joint Patents
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Section4.2(c)
PREAMBLE
7.2(c)
6.1(a)
PREAMBLE
10.7(j)
PREAMBLE
9.2
10.7(e)9.3
9.3
5.4(a)
5.1
5.1
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Licensee

PREAMBLE

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Definition
Licensee Indemnitees
Notice of Dispute
PartiesParty
Receiving Party
Royalty Term
Sole Inventions
Term
Transfer Tax

Section
9.1
10.7(a)PREAMBLE
PREAMBLE
6.1(a)
4.2(b)
5.1
7.1
4.5(c)

1.48 Interpretation. In this Agreement, unless otherwise specified:(a)(b)
include all genders;“includes” and “including” shall mean respectively includes and including without limitation;
words denoting the singular shall include the plural and vice versa and words denoting any gender shall(c)words such as “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to theparticular provision in which such words appear; and(d)the Exhibit and other attachments form part of the operative provision of this Agreement and references tothis Agreement shall include references to the Exhibit and attachments.
ARTICLE 2
LICENSES
2.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive(even as to Licensor), royalty-bearing and sublicenseable (including through multiple tiers in accordance with Section 2.2(Sublicense)) license under the Licensed Technology to, directly or through a third party, conduct research, use, Develop, offer for
sale, sell, market, distribute, import, export, and otherwise Commercialize Products in the Field in the Territory, and to make, have
made, conduct research, and Develop Products in the Field both inside and outside the Territory for Commercialization, sale, anddistribution in the Territory.
2.2 Sublicense.
(a)Licensee shall have the right to grant sublicenses under the Licensed Technology; provided that (i) the termsof such sublicense shall be no less restrictive than those set out in this Agreement; and (ii) Licensee shall remain responsible for any
obligations that have been sublicensed to any Affiliate or Sublicensee and shall be responsible for any acts and omissions of its
Affiliates and Sublicensees that would constitute a breach of Licensee’s obligations under this Agreement if they were Licensee’s own
acts or omissions.
2.3 No Implied Licenses; Negative Covenant. Except as expressly set forth herein, neither Party shall acquire any license orother right or interest, by implication or otherwise, under any Know-How, Patents, trademarks, copyrights, other intellectual propertyof the other Party. Licensee shall not, and shall not permit any of its Affiliates or Sublicensees to, practice any Licensed Technology
outside the scope of the license granted to it under this Agreement.
2.4 Exclusivity. Licensor will not, directly or through a third party, Develop, use, manufacture, offer for sale, sell, market,
distribute, import or otherwise Commercialize any product that is a competing product to any Product(s) in the Field in the Territory
during the Term.

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ARTICLE 3
DEVELOPMENT AND COMMERCIALIZATION
3.1 General. Subject to the terms and conditions of this Agreement, as between the Parties, Licensee shall be solely
responsible for the Development and Commercialization of Products throughout the Territory, including (a) the performance of nonclinical and clinical studies on Products, (b) preparation and submission of Regulatory Materials for Products, and (c) marketing,promotion, distribution and sale of the Product. As between the Parties, Licensee shall bear all of the costs and expenses incurred inconnection with the Development and Commercialization of Products in the Territory after the Effective Date.
3.2 Technology Transfer. With ten (10) calendar days of the Effective Date, Licensor shall disclose to Licensee all KnowHow, including scientific or technical information related to the Product(s), all pre-clinical, clinical, and/or regulatory documentation,
data, information, or reports related to the Product(s), and all information related to the manufacture of the Product(s) and finishedform of the Product(s), that is reasonably necessary or useful for Licensee to Develop or Commercialize the Product(s) in the Territory.
Any additional Know-How developed or acquired by Licensor during the term of the Agreement shall be promptly disclosed to
Licensee. Licensor shall make all relevant documentation and embodiments of the Know-How Controlled by Licensor available toLicensee through electronic delivery via a mutually agreeable secure transmission method.
3.3 Technical Assistance. After completion of the technology transfer pursuant to Section 3.2 (Technology Transfer),
Licensor shall use reasonable endeavors to provide Licensee with reasonable technical assistance regarding the Development of the
Product, as reasonably requested by Licensee. For the avoidance of doubt, such assistance shall (unless agreed otherwise by theparties) be provided via electronic communication including, without limitation, telephone, video conference, and email.
3.4 Diligence. Licensee shall use Commercially Reasonable Efforts to Develop and Commercialize at least one (1) Product in
the Territory. Failure to use Commercially Reasonable Efforts shall constitute a breach of Licensee’s material obligations hereunder,and Licensor may, at its sole discretion, terminate this Agreement pursuant to Section 7.2(a) (Termination for Material Breach).
3.5 Regulatory.
(a)Licensor shall and hereby does assign to Licensee all of Licensor’s entire right, title and interest in any
Regulatory Materials Controlled by Licensor as of the Effective Date and any right, title, and interest in any Regulatory Materials that
become Controlled by Licensor after the Effective Date.
(b)
During the Term, Licensee will be solely responsible for, at its own cost and expense (except as provided
herein), all regulatory matters related to the Development and Commercialization of Product in the Territory, including, without
limitation, taking full responsibility for preparing and filing the relevant Regulatory Materials with the Regulatory Authorities andany recall of the Product. Licensee shall own all such Regulatory Materials. For the avoidance of doubt, the Parties acknowledge andagree that Licensor shall have no liability whatsoever in respect of any regulatory activities connected to any Product anywhere in the
Territory that occur after the Effective Date.
3.6 Manufacturing and Supply. As between the Parties, Licensor shall be solely responsible for all aspects of the
manufacturing and supply of Products for Development and Commercialization in the Territory.
3.7 Reporting. Licensee shall keep Licensor reasonably informed in writing as to the progress and results of its and its
Affiliates’ and Sublicensees’ Development and Commercialization of Products under this Agreement.
(a)Within thirty (30) days after each December 31st and each June 30th during the Term prior to the First
Commercial Sale of a Product in any country in the Territory, Licensee shall provide Licensor with a reasonably detailed written reportthat sets forth (i) a summary and timeline for all ongoing non-clinical studies and clinical studies for the Product, (ii) a summary of allmaterial and substantive interactions with applicable Regulatory Authorities during the prior six (6)-month period with respect to the
Product in the Territory, and (iii) updates on key milestones achieved in the prior six (6)-month period or anticipated to be achieved in
the next six (6) months.

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If, based on the report provided by Licensee, Licensor reasonably believes that further detailed
discussions between the Parties are required, Licensor shall promptly notify Licensee, and the Parties shall hold a meeting, no later
than ninety (90) days following Licensor’s receipt of the applicable report, at a mutually agreed time to discuss the Development andCommercialization of Products, either by telephone or video conference, or if mutually agreed, face-to-face.
3.8 Subcontractors. Licensee and its Affiliates and Sublicensees shall have the right to engage subcontractors to Develop
and Commercialize Products under this Agreement, provided that any such subcontractor is bound by written obligations ofconfidentiality and non-use consistent with this Agreement and Licensee shall remain responsible for any obligations that have beendelegated or subcontracted to any subcontractor and shall be responsible for any acts and omissions of its and its Sublicensee’s
subcontractors that would constitute a breach of Licensee’s obligations under this Agreement if they were Licensee’s own acts oromissions.
3.9 Compliance. Each Party covenants that in performing its obligations or exercising its rights under this Agreement: (a) it
shall comply with all applicable Laws, industry guidance and codes of practice; and (b) it shall not employ or engage any Person who
has been debarred or disqualified by any Regulatory Authority or, to its knowledge, is the subject of debarment or disqualification
proceedings by any Regulatory Authority.
ARTICLE 4
FINANCIAL PROVISIONS
4.1 Minimum Purchase Requirements. In each calendar month during the Term, Licensee shall purchase from Licensor
Product in a Dollar amount no less than the amounts specified in the table below:
Time Period
Minimum Purchase
1. From the Effective Date through the calendar month upon which Regulatory Approval from the Six Thousand Dollars
FDA for the first Product is received($6,000) per month2

From the calendar month following the month upon which Regulatory Approval from the FDAFifty Thousand Dollars
for the first Product is received through the end of the Term($50,000) per month

Licensor shall invoice Licensee for each monthly payment set forth in the table above, and Licensee shall pay to Licensor suchamount within ten (10) business days after receiving such invoice. The price payable by Licensee for the Product(s) shall be the Price.
Failure to make such payments when due shall be subject to Section 4.4 (Late Payments).
4.2

Royalty Payments.

(a)Royalty Rate. Subject to the other terms of this Section 4.2 (Royalty Payments), Licensee shall makequarterly royalty payments to Licensor on a country-by-country basis, on Net Sales of Products sold by Licensee, its Affiliates andSublicensees in each country of the Territory, in an amount equal to ten percent (10%) of Net Sales in such country.
(b)Royalty Term. Licensee’s obligation to pay royalties pursuant to this Section 4.2 (Royalty Payments)
shall commence upon the First Commercial Sale and shall continue, on a country-by-country and Product-by-Product basis, until thetermination of this Agreement (the “Royalty Term”).
(c)Royalty Reduction. If Licensee, in its sole discretion, determines that any Third Party intellectual
property rights are required in order to avoid infringement of such Third Party intellectual property rights in connection with theDevelopment or Commercialization of a Product in the Field in any given jurisdiction within the Territory, then Licensee may
negotiate and obtain a license under, or otherwise pay amounts with respect to any litigation or alternative dispute resolution
regarding, such Third Party’s intellectual property rights (each such Third Party license or payment referred to herein as an“Additional Third Party License”). Any royalty amounts otherwise payable to Licensor under this Agreement with respect to Net
Sales of any Product by Licensee, its Affiliates or Sublicensees in such jurisdiction will be offset by the amounts payable to Third
Parties pursuant to any Additional Third Party Licenses.

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Licensor with a report showing (i) gross sales and Net Sales of Product by Licensee in the Territory and (ii) the amount of any royalties
due to Licensor. Promptly after the delivery of the applicable quarterly report, Licensor shall invoice Licensee all royalties owed withrespect to Net Sales for such calendar quarter, and Licensee shall pay Licensor such royalties within ten (10) business days after
receiving such invoice. Failure to make such payments when due shall be subject to Section 4.4 (Late Payments).
4.3 Currency; Exchange Rate. All payments to be made by Licensee to Licensor under this Agreement shall be made in
Dollars by bank wire transfer in immediately available funds to a bank account designated by written notice from Licensor. The rate ofexchange to be used in computing the amount of currency equivalent in Dollars shall be the foreign exchange rate as of the invoicedate provided by the Federal Reserve Bank of New York (https://apps.newyorkfed.org/markets/autorates/fxrates/external/home) using
the 12 Noon Buying Rates provided.
4.4 Late Payments. If Licensor does not receive payment of any undisputed sum due to it on or before the fifteenth (15th)
calendar day following the due date therefor, and Licensee fails to cure such non-payment within thirty (30) days of receiving noticeof such non-payment from Licensor, then such non-payment shall constitute a breach of Licensee’s material obligations hereunder,and Licensor may, at its sole discretion, terminate this Agreement pursuant to Section 7.2(a) (Termination for Material Breach).
4.5 Taxes.
(a)Taxes on Income. Except as expressly provided in this Section 4.5 (Taxes), each Party shall solely bearand pay all Taxes imposed on its share of income or gain arising directly or indirectly from the activities of the Parties under thisAgreement.
(b)
Tax Cooperation. The Parties agree to cooperate with one another and use Commercially Reasonable
Efforts to avoid or reduce, to the extent permitted by applicable Laws, tax withholding or similar obligations in connection withroyalties, milestone payments, and other payments made by Licensee to Licensor under this Agreement. To the extent Licensee isrequired by applicable Law to deduct or withhold Taxes on any payment to Licensor, Licensee shall (i) deduct or withhold such Taxes
from the payment made to Licensor, (ii) promptly notify Licensor of such requirement, (iii) pay to the relevant authorities the fullamount required to be deducted or withheld, and (iv) forward to Licensor an official receipt or other evidence of such payment andother reasonable documentation evidencing such payment reasonably requested by Licensor. To the extent that amounts are so
withheld and paid to the proper taxing authority, such amounts shall be treated for all purposes of this Agreement as having been paid
to the persons with respect to whom such amounts were withheld. Licensor shall provide Licensee with any Tax forms that may bereasonably necessary in order for Licensee to not withhold Tax or to withhold Tax at a reduced rate under an applicable bilateralincome tax treaty. Licensor shall use Commercially Reasonable Efforts to provide any such Tax forms to Licensee at least forty-five(45) days prior to the due date for any payment for which Licensor desires that Licensee apply a reduced withholding rate. Each Party
shall provide the other with reasonable assistance to enable the recovery, as permitted by applicable Laws, of withholding Taxes orsimilar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of Licensor as the Party
bearing such withholding Tax under this Section 4.5(b) (Tax Cooperation).
(c)Transfer Tax. Subject to Section 4.5(a) (Taxes on Income), Licensee, on the one hand, and Licensor, on theother hand, shall each bear and pay fifty percent (50%) of any transfer, stamp, value added, sales, use, or similar Taxes or obligations(“Transfer Tax”) imposed on any transaction contemplated under this Agreement. Each Party shall cooperate with the other to file
any Tax returns (as required to be filed under applicable Law) with respect to such Transfer Taxes.
4.6 Financial Records and Audit. Licensee shall maintain complete and accurate records in sufficient detail to permit
Licensor to confirm the accuracy of royalty payments under this Agreement. Upon reasonable prior notice, such records shall be open
for examination during regular business hours for a period beginning on the Effective Date until five (5) years from the termination or
expiry of this Agreement, at Licensor’s expense, not more often than once each calendar year, by an independent certified public
accounting firm selected by Licensor, and for the sole purpose of verifying the accuracy of the royalty reports furnished by Licensee
under this Agreement or any royalty payments made, or required to be made, by Licensee under this Agreement. Any such accounting
firm shall not disclose Licensee’s Confidential Information to Licensor, except to the extent such disclosure is necessary to verify theaccuracy of the royalty reports furnished by Licensee or the royalty payments under this Agreement. If such audit reveals any
underpayment, Licensee shall pay such amount within thirty (30) days after the date of the accountant’s report. If such audit reveals
any overpayment, such amount shall be creditable against future royalty payments due under this Agreement (or promptly refunded to
Licensee, if there is no future royalty payment due). Licensor shall bear the full cost of such audit unless such audit reveals an
underpayment by Licensee of more than five percent (5%) of the amount actually due for the audited time period, in which case
Licensee shall reimburse Licensor for the costs for such audit.
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ARTICLE 5
INTELLECTUAL PROPERTY RIGHTS
5.1 Ownership of Inventions. Each Party shall solely own any Inventions made solely by it and/or its Affiliates’ employees,
agents, or independent contractors (“Sole Inventions”). The Parties shall jointly own any Inventions that are made jointly by
employees, agents, or independent contractors of one Party and its Affiliates together with by employees, agents, or independent
contractors of the other Party and its Affiliates (“Joint Inventions”). For clarity, the determination of which Party “made” a particularInvention shall be made, with respect to patentable Inventions, in accordance with the rules of inventorship under applicable patentlaws. All Patents claiming patentable Joint Inventions shall be referred to herein as “Joint Patents.” Except to the extent either Party
is restricted by the licenses granted to the other Party under this Agreement, each Party shall be entitled to practice, license, assign andotherwise exploit the Joint Inventions and Joint Patents without the duty of accounting to or seeking consent from the other Party.
5.2 Disclosure of Inventions.
(a)Each Party shall promptly disclose to the other Party all Joint Inventions, including any invention
disclosures, or other similar documents, submitted to it by its employees, agents or independent contractors describing such Joint
Inventions, and shall promptly respond to any reasonable request from the other Party for additional information relating to such Joint
Inventions.
(b)
Promptly following the provision of the report in Section 4.2(d) (Royalty Reports and Payment),
Licensee shall disclose to Licensor all Sole Inventions (including any invention disclosures, or other similar documents, submitted to
it by its employees, agents or independent contractors describing such Sole Inventions) made by it and/or its Affiliates in thepreceding quarter and shall promptly respond to any reasonable request from Licensor for additional information relating to such Sole
Inventions.
5.3 Patent Prosecution.
(a)Licensed Patents and Joint Patents.

(i)
Licensee shall have the first right to, and shall, in its sole discretion with regard to eachLicensed Patent, Joint Patent, or invention disclosure, file, prosecute and maintain such Licensed Patents and Joint Patents in the
Territory, at Licensee’s own cost and expense. For the purpose of this Article 5 (Intellectual Property Rights), “prosecution” shall
include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination.
(ii)
Licensee shall consult with Licensor and keep Licensor reasonably informed of the status of theLicensed Patents and Joint Patents in the Territory and shall promptly provide Licensor with all material correspondence received
from any Government Authority in connection therewith. In addition, Licensee shall use reasonable endeavors to provide Licensor
with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents andJoint Patents in the Territory for Licensor’s review and comment prior to the submission of such proposed filings and correspondences.
Licensee shall confer with Licensor and consider in good faith Licensor’s comments prior to submitting such filings andcorrespondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Licensor’s
comments.
(iii)
Licensee shall notify Licensor of any decision to cease prosecution and/or maintenance of, or not
to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents or Joint Patents in the Territory at least
forty-five (45) days prior to any filing or payment due date, or any other due date that requires action, in connection with such
Licensed Patent or Joint Patent. If Licensee makes such a decision to cease prosecution and/or maintenance of, or not to continue to
pay the expenses of prosecution and/or maintenance of, any Licensed Patents or Joint Patents in the Territory, Licensee shall permit
Licensor, at its discretion and at its sole expense, to continue prosecution or maintenance of such Licensed Patent or Joint Patent.
Licensor’s prosecution or maintenance of such Licensed Patent or Joint Patent shall not change the Parties’ respective rights andobligations under this Agreement with respect to such Licensed Patent or Joint Patent other than those expressly set forth in thisSection 5.3(a)(iii).

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Licensee Patents. Licensee shall have the sole right to file, prosecute and maintain the Licensee Patents
in any jurisdiction worldwide, at Licensee’s cost and expense.
(c)
Cooperation in Prosecution. Each Party shall provide the other Party all reasonable assistance andcooperation in the patent prosecution efforts provided above in this Section 5.3 (Patent Prosecution), including providing any
necessary powers of attorney and executing any other required documents or instruments for such prosecution and requiring theirrespective personnel, agents, consultants, contractors, and other representatives to cooperate with the preparation of and execute any
documents, instruments, affidavits, assignments, declarations, and applications reasonably required by the other Party.
5.4

Patent Enforcement.

(a)Notification. Each Party shall promptly notify the other party if it becomes aware of any alleged or
threatened infringement by a Third Party of any of the Licensed Patents (“Infringement”).
(b)
Enforcement Right. Licensee shall have the first right to bring and control any legal action in connection
with any Infringement in the Territory at its own expense and as it reasonably determines appropriate. If Licensee decides not toenforce the Licensed Patents against such Infringement or does not bring such legal action or otherwise take commercially reasonableaction to abate such Infringement before the earlier of: (i) one hundred eighty (180) days after the notice provided pursuant to Section
5.4(a) (Notification), or (ii) ten (10) business days before the time limit (if any) set forth in applicable Law for the filing of such legal
action (provided that notice of infringement has been provided pursuant to Section 5.4(a) (Notification) prior to such time limit), thenLicensor shall have the right to bring and control any legal action in connection with such Infringement in the Territory at its own
expense as it reasonably determines appropriate.
(c)
Cooperation. At the request and expense of the Party bringing the action under Section 5.4(b)(Enforcement Right) above, the other Party shall provide reasonable assistance in connection therewith, including by executing
reasonably appropriate documents, cooperating in discovery and joining as a plaintiff party to the action if required by applicable
Law to pursue such action. In connection with any such proceeding, the enforcing Party shall keep the other Party reasonably
informed of the status and progress of such enforcement action, and shall reasonably consider the other Party’s comment on any such
efforts. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own
expense, but such Party shall at all times cooperate fully with the enforcing Party.
(d)Expense and Recoveries. The enforcing Party shall be solely responsible for the cost and expenses
incurred in connection with the enforcement action under Section 5.4(b) (Enforcement Right). If such Party recovers monetarydamages from any Third Party in such enforcement action brought against an Infringement, such recovery shall be allocated first to
the reimbursement of any expenses incurred by the Parties in such enforcement action, and any remaining amounts shall be retainedby the enforcing Party, provided that, if Licensee is the enforcing Party, such remaining amounts shall be included in the Net Sales
subject to the royalty payment by Licensee to Licensor under Section 4.2 (Royalty Payments).
ARTICLE 6
CONFIDENTIALITY; PUBLICATION
6.1 Duty of Confidence. Subject to the other provisions of this Article 6(Confidentiality; Publication):(a)all Confidential Information disclosed by a Party (the “Disclosing Party”) or its Affiliates under thisAgreement shall be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party”), in the samemanner and with the same protection as such Receiving Party maintains its own confidential information;(b)
the Receiving Party may only use any such Confidential Information for the purposes of performing its
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such directors, attorneys, independent accountants or financial advisors to provide advice to such Party, in each case to the extent
reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons arebound to maintain the confidentiality of, and non-use obligations in respect of, the Confidential Information in a manner consistent
with the confidentiality provisions of this Agreement; and(d)the Receiving Party may disclose Confidential Information of the other Party to actual or potential
investors, acquirers, collaborators, licensees, sublicensees and other financial or commercial partners solely for the purpose ofevaluating or carrying out an actual or potential investment, acquisition, collaboration or licensing or sublicensing arrangement inconnection with the Receiving Party; provided that such Persons are bound to maintain the confidentiality of, and non-use
obligations in respect of, the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement,
provided that the duration may be shorter if consistent with applicable industry norms.
6.2 Exceptions. The foregoing obligations in Section 6.1 (Duty of Confidence) shall not apply to the extent that theReceiving Party can demonstrate that such Confidential Information:(a)is known by the Receiving Party at the time of its receipt without an obligation of confidentiality, andnot through a prior disclosure by the Disclosing Party, as documented by the Receiving Party’s business records;(b)
is in the public domain before its receipt from the Disclosing Party, or thereafter enters the public domain
through no fault of the Receiving Party;(c)is subsequently disclosed to the Receiving Party by a Third Party who may lawfully do so and is notunder an obligation of confidentiality to the Disclosing Party; or(d)is developed by the Receiving Party independently and without use of, or reference to, any Confidential
Information received from the Disclosing Party, as documented by the Receiving Party’s business records.
Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individualfeatures are published or available to the general public or in the rightful possession of the Receiving Party unless the combination
itself and principle of operation are published or available to the general public or in the rightful possession of the Receiving Party.
6.3 Authorized Disclosures. Notwithstanding the obligations set forth in Section 6.1 (Duty of Confidence), a Party may
disclose the other Party’s Confidential Information to the extent such disclosure is required by Law, judicial or administrative process,provided that in such event the Receiving Party shall promptly inform the Disclosing Party of such required disclosure and provide
the Disclosing Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed
pursuant to this Section 6.3 (Authorized Disclosures) shall remain otherwise subject to the confidentiality and non-use provisions of
this Article 6 (Confidentiality; Publication), and the Receiving Party disclosing Confidential Information pursuant to Law or court
order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order to ensure thecontinued confidential treatment of such Confidential Information.
6.4 Data Publication. Licensor shall not publish nor otherwise publicly disclose any data or results regarding any Productwithout the prior written consent of Licensee; provided, however, that Licensor may publish the data and results that it generates
solely through the exercise of their retained right. If Licensee wishes to publish peer reviewed manuscripts disclosing any non-public
results of studies carried out under this Agreement, it shall provide Licensor with the opportunity to review and comment on any
proposed publication which relates to the Product at least thirty (30) days prior to its intended submission for publication. Licensee
shall: (i) consider in good faith any comments thereto provided by Licensor within such thirty (30) day period; and (ii) remove any
Confidential Information of Licensor identified by Licensor as part of its review.

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6.5 Press Release and Use of Names. Each Party shall have the right to use the other Party’s name and logo in presentations,the company’s website, collateral materials, corporate overviews and other public disclosures contemplated by Sections 6.3(Authorized Disclosures), in each case only to describe the licensing relationship. Any other use by a Party of the other Party’s nameand logo shall be subject to such other Party’s prior written consent.
ARTICLE 7
TERM AND TERMINATION
7.1 Term. The term of this Agreement shall commence upon the Effective Date and shall remain in effect until terminatedpursuant to this Article 7 (Term and Termination) (the “Term”).
7.2 Termination.
(a)Termination for Material Breach. If either Party believes that the other is in breach of its material
obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party, and the allegedly breaching
Party shall have sixty (60) days from such notice to dispute or cure such breach. If the allegedly breaching Party fails to cure, or fails
to dispute, that breach within such time period, then the Party originally delivering the notice of breach may terminate this Agreement
effective on written notice of termination to the other Party.
(b)
Termination by Licensee with Licensor’s Consent. In addition, Licensee may also terminate thisAgreement with the prior written consent of Licensor (acting in its sole discretion), but such consent not to be withheld or delayed if
Licensee wishes to terminate on account of demonstrable safety or efficacy concerns in respect of the Product.
(c)
Termination for Insolvency. Either Party may immediately terminate this Agreement at any time upon
written notice to the other Party if: (i) such other Party admits in writing that is it unable to pay its debts when due or (being acompany) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (ii) a petition is filed, aresolution is passed, or an order is made, for or in connection with the winding-up of such other Party other than for the sole purposeof a scheme for a solvent amalgamation of such Party with one or more other companies or the solvent reconstruction of that Party, if
not dismissed, bonded or stayed within forty-five (45) days, to the extent applicable; or (iii) an application is made to court, or an
order is made, for the appointment of an administrator, or if an administrator is appointed over such other Party, if not dismissed,
bonded or stayed within forty-five (45) days, to the extent applicable; or (iv) any event occurs, or proceeding is taken, with respect tosuch other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in thisSection 7.2(c) (Termination for Insolvency). All rights and licenses granted under or pursuant to this Agreement by each Party to theother Party, as applicable, are and shall otherwise be deemed to be, for purposes of Section 365(n) of the Title 11, United States Code,as amended (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Article 101(35A) of the
Bankruptcy Code. The Parties agree that Licensee, as a licensee of such intellectual property rights under this Agreement, shall retain
and may fully exercise all of its rights and elections under the Bankruptcy Code.
(d)
Unilateral Termination by Licensee. Licensee may unilaterally terminate this Agreement for any reason
upon a 120-day written notice to Licensor.
7.3 Effect of Termination.
(a)Upon the termination of this Agreement for any reason:(i)relating thereto shall terminate;

the licenses granted by Licensor to Licensee under the Licensed Technology and all rights(ii)

all amounts outstanding at the date of termination shall immediately be due and payable toLicensor by Licensee; and(iii)
each Party shall promptly return or (at the other Party’s election) destroy and irretrievably erase all
embodiments of the other Party’s Confidential Information which are in its power, possession, custody or control; provided, that eachParty may retain one copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunderor for archival purposes and shall continue to comply with the terms of Article 6 (Confidentiality; Publication) in respect of the same.

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7.4 Survival. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior tosuch expiration or termination. Without limiting the foregoing, the provisions of Articles 1 (Definitions), 9 (Indemnification;
Liability; Insurance) and 10 (General Provisions), and Sections 4.5 (Late Payments), 4.7 (Financial Records and Audit), 5.1(Ownership of Inventions), 5.3(b) (Joint Patents), 5.3(c) (Licensee Patents), 5.3(d) (Cooperation in Prosecution), 6.1 (Duty ofConfidence), 6.2 (Exceptions), 6.3 (Authorized Disclosures), 7.1 (Term), 7.3 (Effect of Termination), 7.4 (Survival) and 7.5(Termination Not Sole Remedy) shall survive the expiration or termination of this Agreement for any reason.
7.5 Termination Not Sole Remedy. Termination is not the sole remedy under this Agreement and, whether or not termination
is effected and notwithstanding anything contained in this Agreement to the contrary, all other remedies shall remain available except
as agreed to otherwise herein.
ARTICLE 8
REPRESENTATIONS AND WARRANTIES
8.1 Representations and Warranties of Each Party. Each Party represents and warrants to the other Party as of the Effective
Date that:(a)it has the full right, power and authority to enter into this Agreement, to perform its obligations

hereunder; and(b)this Agreement has been duly executed by it and is legally binding upon it, enforceable in accordancewith its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or bywhich it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency
having jurisdiction over it.
8.2 Representations and Warranties by Licensor. Licensor represents and warrants to Licensee as of the Effective Date that:(a)
Title; Encumbrances. Licensor solely owns the entire right, title and interest in and to the Licensed
Technology, free and clear from any mortgages, pledges, liens, security interests, conditional and installment sale agreement,
encumbrances, charges or claim of any kind, and it has the right to grant the licenses to Licensee as purported to be granted pursuant
to this Agreement, and Licensor has not previously granted any license or rights under the Licensed Technology that is inconsistent
with the license granted to Licensee hereunder;(b)
Notice of Infringement. In the three (3) years prior to the Effective Date, Licensor has not received any
written notice from any Third Party asserting or alleging that any research or development of any Product by or on behalf of Licensor
prior to the Effective Date infringed or misappropriated the intellectual property rights of such Third Party;(c)
Non-Infringement. To Licensor’s knowledge, the Development and Commercialization of any Product can be
carried out in the manner reasonably contemplated as of the Effective Date in each jurisdiction in the Territory without infringing any
Valid Claim granted to a Third Party;(d)

No Debarment.

(i)
In the course of developing Products before the Effective Date, Licensor has not used any
employee, consultant or contractor who (a) has been debarred by any Regulatory Authority in the United States, the European Union
or China, (b) to Licensor’s knowledge, has been debarred by any Regulatory Authority outside the United States, the European Union
and China or (c) to Licensor’s knowledge, is the subject of a debarment proceeding by any Regulatory Authority.
(ii)
Neither Licensor nor any of its Affiliates, nor any of its or their respective officers, employees, or
agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority withrespect to the Development of the Product, failed to disclose a material fact required to be disclosed to the FDA or any other
Regulatory Authority with respect to the Development of the Product, or committed an act, made a statement, or failed to make astatement with respect to the Development of the Product that could reasonably be expected to provide a basis for the FDA to invoke
its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191(September 10, 1991) and any amendments thereto or any analogous laws or policies in the Territory.

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Licensor and its Affiliates (a) have complied and shall comply with all applicable Law governing
bribery, money laundering, and other corrupt practices and behavior (including, as applicable, the U.S. Foreign Corrupt Practices Act
and UK Bribery Act) and (b) shall not, directly or indirectly, offer, give, pay, promise to pay, or authorize the payment of any bribes,
kickbacks, influence payments, or other unlawful or improper inducements to any Person in whatever form (including gifts, travel,
entertainment, contributions, or anything else of value).
(e)
No Proceeding. There are no pending, and to Licensor’s knowledge, no threatened, adverse actions, suits,claims, interferences or formal governmental investigations involving any Product and/or the Licensed Technology by or against
Licensor or any of its Affiliates in or before any Government Authority;(f)
No Licensed Patents. There are no Licensed Patents owned or controlled by Licensor or its Affiliates andneither Licensor nor any of its Affiliates has filed any Patents on or prior to the Effective Date that (i) contain any claims directed toinventions within Licensed Know-How or that otherwise claim or describe any Licensed Know-How, or (ii) are necessary for or would
be infringed by the research, use, Development, sale, marketing, distribution, import, export, and/or other Commercialization of any
Product;(g)
Development and Commercialization of Products. To Licensor’s knowledge, there are no Patents,
Know-How or other intellectual property owned by a Third Party and not included in the Licensed Technology that are necessary forthe research, use, Development, sale, marketing, distribution, import, export and/or other Commercialization of any Product; and(h)Inventory. To Licensor’s knowledge, the information provided by Licensor with respect to the inventoryof Product is complete and accurate. All of the Product to be provided under Section 4.1 (Minimum Purchase Requirements) havebeen manufactured, handled and stored in accordance with all applicable Laws, including the current Good Manufacturing Practice,
Quality System standards set forth in 21 C.F.R. Part 820, and, as applicable, good clinical laboratory practices.
8.3 Full Disclosure. To Licensor’s knowledge as of the Effective Date, Licensor has disclosed to Licensee and made available
to Licensee for review (a) all material non-clinical and clinical reports for the Product, and (b) all other material information(including relevant correspondence with Regulatory Authorities) relating to the Product, in each of clauses (a) or (b) to the extent suchreports or information are reasonably available to Licensor and pertain to the safety or efficacy of the Product.
8.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS ARTICLE 8 (REPRESENTATIONS AND WARRANTIES), NO
REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER IS MADE OR GIVEN BY OR ON BEHALF OF LICENSEE OR
LICENSOR.
ARTICLE 9
INDEMNIFICATION; LIABILITY; INSURANCE
9.1 Indemnification by Licensor. Licensor shall indemnify and hold Licensee, its Affiliates, and their respective officers,
directors, agents and employees (“Licensee Indemnitees”) harmless from and against any Claims against them arising or resulting
from: (a) the negligence or willful misconduct of any of the Licensor Indemnitees; (b) the breach of this Agreement by Licensor,
including any warranties or representations made by Licensor to Licensee under this Agreement; or (c) the Development, manufactureor Commercialization of any Product by or on behalf of Licensor or any of its Affiliates or licensees prior to the Effective Date; except
in each case, to the extent such Claims result from the activities set forth in Section 9.2 (Indemnification by Licensee) for which
Licensee is obligated to indemnify Licensor Indemnitees.
9.2 Indemnification by Licensee. Licensee shall indemnify and hold Licensor, its Affiliates and their respective trustees,
officers, directors, agents and employees (“Licensor Indemnitees”) harmless from and against any Claims against them arising or
resulting from: (a) the negligence or willful misconduct of any of the Licensee Indemnitees; (b) the breach of this Agreement by
Licensee, including any warranties or representations made by Licensee to Licensor under this Agreement; or (c) the Development orCommercialization of any Product by or on behalf of Licensee or any of its Affiliates or sublicensees after the Effective Date; except
in each case, to the extent such Claims result from the activities set forth in Section 9.1 (Indemnification by Licensor) for which
Licensor is obligated to indemnify Licensee Indemnitees.

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9.3 Indemnification Procedure. If either Party is seeking indemnification under Sections 9.1 (Indemnification by Licensor)
or 9.2 (Indemnification by Licensee) (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of theClaim giving rise to the obligation to indemnify pursuant to such Section as soon as reasonably practicable after receiving notice of
the Claim. The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify
the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as theIndemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have theright to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by theIndemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement madewithout the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld or delayed. If the Parties cannot
agree as to the application of Section 9.1 (Indemnification by Licensor) or 9.2 (Indemnification by Licensee) to any Claim, pending
resolution of the dispute pursuant to Section 10.7 (Dispute Resolution), the Parties may conduct separate defenses of such Claims,
with each Party retaining the right to claim indemnification from the other Party in accordance with Section 9.1 (Indemnification by
Licensor) or 9.2 (Indemnification by Licensee) upon resolution of the underlying Claim.
9.4 Mitigation of Loss. Each Indemnified Party shall take and shall procure that its Affiliates take all such reasonable steps
and action as are reasonably necessary or as the Indemnifying Party may reasonably require in order to mitigate any Claims (orpotential losses or damages) under this Article 9 (Indemnification; Liability; Insurance). Nothing in this Agreement shall or shall bedeemed to relieve any Party of any common law or other duty to mitigate any losses incurred by it.
9.5 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL,CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES (INCLUDING CONSEQUENTIAL OR INCIDENTAL
LOSS OF PROFIT, LOSS OF OPPORTUNITY OR LOSS OF USE) ARISING FROM OR RELATING TO ANY BREACH OF THISAGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE
FOREGOING, NOTHING IN THIS SECTION 9.5 (LIMITATION OF LIABILITY) IS INTENDED TO OR SHALL LIMIT OR RESTRICTTHE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 9.1 (INDEMNIFICATION BY LICENSOR)
OR 9.2 (INDEMNIFICATION BY LICENSEE), OR DAMAGES AVAILABLE FOR A PARTY’S OR BREACH OF CONFIDENTIALITYOBLIGATIONS IN ARTICLE 6 (CONFIDENTIALITY; PUBLICATION).
9.6 Insurance. Each Party shall procure and maintain insurance, including product liability insurance, in each case, in amanner adequate to cover its obligations hereunder and consistent with normal business practices of prudent companies similarly
situated at all times during which any Product is being clinically tested or commercially distributed or sold by such Party hereunder.
The Parties shall not be permitted to self-insure without the other Party’s prior written consent. Each Party shall procure insurance at
its own expense. Such insurance does not create a limit of either Party’s liability with respect to its indemnification obligations under
this ARTICLE 11 (Indemnification). Each Party shall provide the other Party with written evidence of such insurance upon request.
Each Party shall provide the other Party with written notice at least thirty (30) days before the cancellation, non-renewal or materialchange in such insurance.
ARTICLE 10
GENERAL PROVISIONS
10.1 Force Majeure. Neither Party shall be held liable to the other Party nor be deemed to have defaulted under or breachedthis Agreement for failure or delay in performing any obligation under this Agreement to the extent such failure or delay is caused bya Force Majeure Event. The affected Party shall notify the other Party in writing of such Force Majeure Event as soon as reasonably
practical, and shall promptly undertake and continue diligently all reasonable efforts necessary to cure such Force Majeure Event.
10.2 Assignment. This Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be
assigned or transferred in whole or part, by either Party without the prior written consent of the other Party. Notwithstanding theforegoing, either Party may, without consent of the other Party, assign this Agreement and its rights and obligations hereunder: (i) inwhole or in part to an Affiliate of such Party, or (ii) in whole to its successor in interest to all or substantially all of the business of such
Party to which this Agreement relates, whether by merger, sale of stock, sale of assets or other transaction. Any attempted assignment
not in accordance with this Section 10.2 (Assignment) shall be null and void and of no legal effect. Any permitted successor of a Partyor any permitted assignee of all of a Party’s rights under this Agreement that has also assumed all of such Party’s obligations hereunderin writing shall, upon any such succession or assignment and assumption, be deemed to be a party to this Agreement as though named
herein in substitution for the assigning Party, whereupon the assigning Party shall cease to be a party to this Agreement and shallcease to have any rights or obligations under this Agreement. The terms and conditions of this Agreement shall be binding upon, andshall inure to the benefit of, the Parties and their respective successors and permitted assigns.

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10.3 Performance by Affiliates. Each Party may discharge any obligations and exercise any right hereunder through any of
its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, andshall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a
Party’s Affiliate of any of such Party’s obligations under this Agreement is a breach by such Party, and the other Party may proceed
directly against such Party without any obligation to first proceed against such Party’s Affiliate.
10.4 Severability. If any one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affectedor impaired thereby, unless the absence of the invalidated provision(s) adversely affects the substantive rights of the Parties. The
Parties shall in such an instance use their best efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal andenforceable provision(s) which, insofar as practical, implement the purposes of this Agreement.
10.5 Notices. All notices which are required or permitted hereunder shall be in writing and sufficient if delivered personally,
sent by facsimile or email (and promptly confirmed by personal delivery, registered or certified mail or overnight courier), sent by
nationally-recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, addressed asfollows:
If to Licensee, to:PharmaCyte Biotech, Inc.
23046 Avenida de la Carlota, Suite 600
Laguna Hills, CA 92653
U.S.A.
Attn: Kenneth L. Waggonerwith copies to:
Reed Smith LLP
1901 Avenue of Stars, Suite 700
Los Angeles, CA 90067-6078
Attn: Michael Sanders
If to Licensor, to:Hai Kang Life Corporation Limited
Units 601 - 605 Biotech Centre
1 Hong Kong Science Park,
Shatin, NT, HK
Attn: Professor Albert Cheung-Hoi Yu
or to such other address(es) as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance
herewith. Any such notice shall be deemed to have been given: (a) when delivered, if personally delivered or sent by facsimile on abusiness day (or if delivered or sent on a non-business day, then on the next business day); (b) on the business day after dispatch, if
sent by nationally-recognized overnight courier; or (c) on the fifth (5th) business day following the date of mailing, if sent by mail.
10.6 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter orformation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong
Kong Special Administrative Region of the People’s Republic of China without reference to any rules of conflict of laws that would
require the application of the laws of a different jurisdiction. The terms of this Agreement are intended solely for the benefit of eachParty to this Agreement. Except as otherwise expressly stated in this Agreement, no one other than a Party to this Agreement may
enforce any of its terms under the Contracts (Rights of Third Parties) Ordinance, Cap. 623 of the Laws of Hong Kong. Where any
clause of this Agreement entitles any third party to enforce any term of this Agreement under the Contracts (Rights of Third Parties)
Ordinance, the Parties to this Agreement reserve the right to vary that term or any other term of this Agreement without the consent ofthat third party. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

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10.7 Dispute Resolution. If any dispute, controversy or claim arises between the Parties in relation to this Agreement or thebreach thereof the Parties shall follow the following procedures in an attempt to resolve such dispute, controversy or claim:(a)the Party claiming that such a dispute exists shall give notice in writing (“Notice of Dispute”) to the otherParty of the nature of the dispute;(b)
within fourteen (14) days of receipt of a Notice of Dispute, designated senior executives of the Parties
shall meet in person and at this meeting they shall use their reasonable endeavors to resolve the dispute (it being understood that (i)the initial designated senior executives shall be Kenneth Waggoner on behalf of Licensee, and Professor Albert Cheung-Hoi Yu on
behalf of Licensor, and (ii) each Party shall be entitled to name a substitute senior executive to attend such meeting upon written
notice to the other Party, provided that such senior executive is of at least comparable seniority to the executive named herein and has
the authority to resolve such dispute without seeking further approval);(c)
If the designated senior executives are unable to resolve the dispute during the meeting described in (b)above or if for any reason such meeting does not take place within the period specified in (b) above, then the dispute will be referredto the Chief Executive Officer of Licensee and the Chief Executive Officer of Licensor who shall meet to discuss and seek to resolve
the issue;(d)If, within a further period of thirty (30) days, or if in any event within sixty (60) days of initial receipt of
the Notice of Dispute, whichever is shorter, the dispute has not been resolved, or if, for any reason, the meeting of the Chief Executive
Officer of Licensee and the Chief Executive Officer of Licensor described in (c) above has not been held within sixty (60) days of
initial receipt of the Notice of Dispute, then the Parties agree that either Party may initiate binding arbitration proceedings to resolve
the dispute, unless such dispute relates to an Excluded Claim; and(e)the relevant parties shall submit their dispute to binding arbitration administered by the International
Chamber of Commerce (“ICC”) pursuant to its arbitrations rules then in effect, and judgment on the arbitration award may be enteredin any court having jurisdiction thereof. Each Party hereby expressly and irrevocably waives the right to trial by jury in any event.
(f)
The arbitration shall be conducted by a panel of three arbitrators qualified in Hong Kong law and having
substantial experience regarding the issues in dispute and the diagnostic/pharmaceutical business: within thirty (30) days after
initiation of arbitration, each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third
arbitrator within thirty (30) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third
arbitrator, the third arbitrator shall be appointed by ICC. The arbitrators may permit discovery (including depositions) as they deem
appropriate in the circumstances of the dispute provided that the extent and scope shall be proportionate in terms of time and cost.
The arbitrators shall have no power to award punitive, special, incidental or consequential damages. The arbitrator’s decision andaward shall be final and binding upon all Parties. The place of arbitration shall be Hong Kong, and all proceedings andcommunications shall be in English.
(g)
Either Party may apply to the arbitrators for interim injunctive relief until the arbitration award isrendered or the controversy is otherwise resolved. Either Party also may, without waiving any remedy under this Agreement, seek fromany court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending thearbitration award. Each Party shall bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrators’ fees andany administrative fees of arbitration.
(h)Except to the extent necessary to confirm an award or as may be required by law, neither a Party nor an
arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event
shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute,controversy or claim would be barred by the applicable statute of limitations under the applicable Law.
(i)
The Parties agree that, in the event of a dispute over the nature or quality of performance under thisAgreement, neither Party may terminate this Agreement until final resolution of the dispute through arbitration or other judicial
determination. The Parties further agree that any payments made pursuant to this Agreement pending resolution of the dispute shall be
refunded if an arbitrator or court determines that such payments are not due.

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https://www.sec.gov/Archives/edgar/data/1157075/000168316820001127/pharmacyte_ex9902.htm(j)As used in this Section, the term “Excluded Claim” shall mean a dispute, controversy or claim thatconcerns (a) the scope, validity, enforceability, inventorship or infringement of a patent, patent application, trademark (including
service marks, logos, and other indicia of origin used in commerce) or copyright (including works of authorship whether or not
copyrightable), in each case whether or not registered; or (b) any antitrust, anti-monopoly or competition law or regulation.
10.8 Entire Agreement; Amendments. This Agreement, together with the Exhibit hereto, contains the entire understandingof the Parties with respect to the subject matter hereof. Any other express or implied agreements and understandings, negotiations,writings and commitments, either oral or written, with respect to the subject matter hereof are superseded by the terms of thisAgreement. The Exhibit to this Agreement is incorporated herein by reference and shall be deemed a part of this Agreement. This
Agreement may be amended, or any term hereof modified, only by a written instrument duly executed by authorized representative(s)of both Parties hereto.
10.9 Headings. The captions to the several Articles, Sections and subsections hereof are not a part of this Agreement, but are
merely for convenience to assist in locating and reading the several Articles and Sections hereof.
10.10 Independent Contractors. It is expressly agreed that Licensor and Licensee shall be independent contractors and thatthe relationship between the two Parties shall not constitute a partnership, joint venture or agency. Neither Licensor nor Licensee shallhave the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be bindingon the other Party, without the prior written consent of the other Party.
10.11 Waiver. The waiver by either Party hereto of any right hereunder, or of any failure of the other Party to perform, or ofany breach by the other Party, shall not be deemed a waiver of any other right hereunder or of any other breach by or failure of suchother Party whether of a similar nature or otherwise.
10.12 Cumulative Remedies. No remedy referred to in this Agreement is intended to be exclusive, but each shall be
cumulative and in addition to any other remedy referred to in this Agreement or otherwise available under law.
10.13 Waiver of Rule of Construction. Each Party has had the opportunity to consult with counsel in connection with thereview, drafting and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement shallbe construed against the drafting Party shall not apply.
10.14 Business Day Requirements. In the event that any notice or other action or omission is required to be taken by a Party
under this Agreement on a day that is not a business day then such notice or other action or omission shall be deemed to be required
to be taken on the next occurring business day.
10.15 Translations. This Agreement is in the English language only, which language shall be controlling in all respects, andall versions hereof in any other language shall be for accommodation only and shall not be binding upon the Parties.
10.16 Counterparts. This Agreement may be executed in two or more counterparts by original signature, facsimile or PDF
files, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties intending to be bound have caused this License Agreement to be executed bytheir duly authorized representatives as of the Effective Date.
PharmaCyte Biotech, Inc.

Hai Kang Life Corporation Limited

By: /s/Kenneth L. Waggoner

By: /s/ Albert Cheung-Hoi Yu

Name: Kenneth L. Waggoner

Name: Professor Albert Cheung-Hoi Yu

Title: CEO, President and General Counsel

Title: CEO20

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Exhibit A
Product Prices
Product
50 sample kit (C02_01_1185_150)
100 sample kit (C02_01_1185_300)

Price
11,760 HKD
21,000 HKD

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