Exhibit 10.5





Execution Version

Confidential



Confidential Materials omitted and
filed separately with the Securities and Exchange Commission.
Triple asterisks denote omissions.



LICENSE AGREEMENT



This LICENSE AGREEMENT
(the “Agreement”) is effective as of September 17, 2014 (the “Effective Date”) by and between
Talon Therapeutics, Inc., a Delaware corporation (“Talon”) and CASI Pharmaceuticals, Inc., a Delaware corporation
(“Licensee”). Licensee and Talon are each referred to herein by name or, individually, as a “Party”
or, collectively, as “Parties.”



BACKGROUND



A.           Talon
owns and controls rights in and to a product commercially known as “Marqibo®”, a sphingosomal vincristine, described
as a liposome that includes sphingomyelin and cholesterol and contains encapsulated vincristine, wherein the sphingomyelin comprises
less than 20% dihydrosphingomyelin (the “Product”).



B.           Licensee
desires to obtain a license to develop and commercialize the Product for use in the Field in the Licensee Territory (each capitalized
term as defined below), and Talon desires to grant Licensee such a license.



NOW, THEREFORE, in
consideration of the mutual covenants and agreements provided herein below and other consideration, the receipt and sufficiency
of which is hereby acknowledged, Licensee and Talon hereby agree as follows:



Article 1
DEFINITIONS



The following capitalized
terms shall have the meanings given in this Article 1 when used in this Agreement:



1.1           “AAA”
has the meaning set forth in Section 10.2.



1.2           “AAA
Rules” has the meaning set forth in Section 10.2.



1.3           “Additional
Products” has the meaning set forth in Section 3.4.1.



1.4           “Affiliate”
shall mean with respect to either Party, any Person controlling, controlled by or under common control with such Party, for so
long as such control exists. For purposes of this Section 1.4 only, “control” shall mean (i) direct or indirect
ownership of fifty percent (50%) or more of the stock or shares having the right to vote for the election of directors of such
corporate entity or (ii) the possession, directly or indirectly, of the power to direct, or cause the direction of, the management
or policies of such entity, whether through the ownership of voting securities, by contract or otherwise.



1.5           “Agreement”
has the meaning set forth in the Preamble including any schedules, exhibits, annexures, attached hereto or any amendments and modifications.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. 
An unredacted version of this exhibit has been filed separately with the Commission.











1.6           “Agreement
Year” shall mean a twelve (12) month period from the Effective Date and each anniversary thereof.



1.7           “Applicable
Laws” shall mean, with respect to a Party’s activities under this Agreement, any and all laws, ordinances, orders,
rules, rulings, directives and regulations of any kind whatsoever of any governmental or regulatory authority within the applicable
jurisdiction applicable to such Party’s activities.



1.8           “Auditing
Party” has the meaning set forth in Section 5.5.



1.9           “Business
Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in the United States,
the People’s Republic of China or Hong Kong are authorized or required by law to remain closed.



1.10         “Chairperson”
has the meaning set forth in Section 2.1.3.



1.11         “Change
of Control” means, with respect to either Party, (i) the sale of all or substantially all of such Party’s assets
or business relating to this Agreement; (ii) a merger, consolidation, share exchange or other similar transaction involving such
Party and any Third Party which results in the holders of the outstanding voting securities of such Party immediately prior to
such merger, consolidation, share exchange or other similar transaction ceasing to hold more than fifty percent (50%) of the combined
voting power of the surviving, purchasing or continuing entity immediately after such merger, consolidation, share exchange or
other similar transaction, or (iii) the acquisition by a person or entity, or group of persons or entities acting in concert, of
more than fifty percent (50%) of the outstanding voting equity securities of such Party; in all cases of clauses (i)-(iii),
where such transaction is to be entered into with any person or group of persons other than the other Party or its Affiliates.



1.12         “Commercialization”
shall mean, with respect to the Product, any and all processes and activities conducted to establish and maintain sales for the
Product (including with respect to reimbursement and patient access), including offering for sale, detailing, selling (including
launch), marketing (including education and advertising activities), promoting, storing, transporting, distributing, and importing
the Product, but shall exclude Development of the Product. For clarity, Commercialization shall include the manufacture of the
Product in support of the foregoing processes and activities, including, to the extent applicable, packaging, labeling and other
finishing activities, quality control and assurance testing, in each case, with respect to such product. “Commercialize”
and “Commercializing” shall have their correlative meanings.



1.13         “Commercially
Reasonable Efforts” shall mean:



(a)          those
efforts and resources that Licensee would use were it developing, promoting and detailing its own pharmaceutical products which
are of similar market potential as the Product, taking into account product labeling, market potential, past performance, economic
return, the regulatory environment and competitive market conditions in the therapeutic area, all as measured by the facts and
circumstances at the time such efforts are due, and



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-2-







(b)          with
respect to any Product, commercially reasonable efforts of a Person to carry out its obligations, and to cause its Affiliates and
licensees and sublicensees to carry out their respective obligations, using such efforts and employing such resources normally
used by Persons of comparable resources in the specialty pharmaceutical business relating to the research, development or commercialization
of a product, that is of similar market potential at a similar stage in its development or product life, taking into account issues
of market exclusivity, product profile, including efficacy, safety, tolerability and convenience, the competitiveness of alternate
products in the marketplace or under development, the availability of existing forms or dosages for other indications, the launch
or sales of a similar product by such Person or third parties, the regulatory environment and the profitability of the applicable
product (including pricing and reimbursement status achieved), and other relevant factors, including technical, commercial, legal,
scientific and/or medical factors. Factors beyond the reasonable control of a Person, including without limitation, regulatory
delays, safety findings, unforeseen technical challenges, the failure of a Product to meet necessary scientific or regulatory endpoints,
and force majeure events shall be taken into account when evaluating whether a Person’s efforts under this Section 1.13(b)



1.14         “Confidential
Information” has the meaning set forth in Section 7.1.



1.15         “Control”
shall mean, with respect to any Intellectual Property right, possession by a party (including its Affiliates) of the right (whether
by ownership, license or otherwise) to grant to another party a license or a sublicense under such Intellectual Property right
without violating the terms of any agreement or other arrangement with any third party. “Controlled” and “Controlling”
shall have their correlative meanings. Notwithstanding anything to the contrary in this Agreement, in the event that a Third Party
acquires (including by merger or consolidation) a Party or an Affiliate of a Party, or a Party or an Affiliate of a Party transfers
to a Third Party all or substantially all of its assets to which this Agreement relates (such Third Party and its Affiliates immediately
prior to such acquisition or transfer (the “Subject Transaction”), collectively, the “Acquiring Entities”),
the following shall not be deemed to be Controlled by such Party or its Affiliates for purposes of this Agreement: (i) any subject
matter owned or controlled by any Acquiring Entity immediately prior to the effective date of such Subject Transaction, and (ii)
any subject matter developed or acquired by or on behalf of any Acquiring Entity after a Subject Transaction independently, without
accessing or practicing subject matter within the Licensed Technology or any other technology or information made available to
such Party under this Agreement.



1.16         “Development”
shall mean, with respect to the Product, any and all processes and activities conducted to obtain and maintain Regulatory Approval
for the Product, including preclinical testing, test method development and stability testing, toxicology, formulation, process
development, quality assurance/control development, statistical analysis, clinical studies (including trials for additional indications
for the Product for which a Regulatory Approval has been obtained), quality of life assessments, pharmacoeconomics, post-marketing
studies, label expansion studies, regulatory affairs, and further activities relating to the clinical development or preparation
of such product for filing MAAs with Regulatory Authorities and Commercialization. “Develop” and “Developing”
shall have their correlative meanings.



1.17         “Dispute”
has the meaning set forth in Section 10.1.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-3-







1.18         “Effective
Date” has the meaning set forth in the Preamble.



1.19         “Enforcing
Party” has the meaning set forth in Section 6.5.5.



1.20         “Field”
shall mean the use of the Product for the diagnosis, prevention and therapy of all diseases, conditions and disorders in humans.



1.21         “First
Commercial Launch” shall mean the first shipment of the Product in commercial quantities for commercial sale to a Third
Party in Licensee Territory after receipt of all applicable Regulatory Approvals therefor from the applicable Regulatory Authority
in Licensee Territory.



1.22         “Foreign
Marketing Approval” has the meaning set forth in Section 4.1.6.



1.23         “Imported
Product Regulatory Approval” has the meaning set forth in Section 4.1.6.



1.24         “Indemnify”
has the meaning set forth in Section 8.5.1.



1.25         “Initial
Transfer” has the meaning set forth in Section 4.2.3.



1.26         “Intellectual
Property” shall mean intellectual property rights of every kind and nature throughout the world, however denominated,
including all rights and interests pertaining to or deriving from:



(a)          Patent
and Know-How;



(b)          trademarks,
trade names, service marks, service names, brands, trade dress and logos, domain names, and the goodwill and activities associated
therewith;



(c)          copyrights,
works of authorship, rights of privacy and publicity, moral rights, and similar proprietary rights of any kind or nature, in all
media now known or hereafter created; and



(d)          any
and all registrations, applications, recordings, licenses, statutory rights, common-law rights and rights relating to any of the
foregoing.



1.27         “International
Accounting Standards” shall mean the International Financial Reporting Standards or U.S. Generally Accepted Accounting
Principles.



1.28         “Invention”
has the meaning set forth in Section 6.1.2.



1.29         “Investment
Agreement” has the meaning set forth in Section 5.1.



1.30         “JPC”
has the meaning set forth in Section 2.1.1.



1.31         “Joint
Patents” has the meaning set forth in Section 6.1.1(c).



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-4-







1.32         “Joint
Inventions” has the meaning set forth in Section 6.1.1(c).



1.33         Intentionally
Omitted.



1.34         “Know-How”
shall mean inventions, business, marketing, technical and manufacturing information, know-how and materials, including technology,
software, instrumentation, specifications, devices, data, compositions, formulas, biological materials, assays, reagents, constructs,
compounds, discoveries, procedures, processes, practices, protocols, methods, techniques, results of experimentation or testing,
knowledge, trade secrets, skill and experience, in each case whether or not patentable or copyrightable.



1.35         “Licensee”
has the meaning set forth in the Preamble.



1.36         “Licensee
Indemnitees” has the meaning set forth in Section 8.5.1.



1.37         “Licensee
Inventions” has the meaning set forth in Section 6.1.1(b).



1.38         “Licensee
Know-How” shall mean any and all Know-How Controlled by Licensee or its Affiliates during the Term that is reasonably
necessary or useful for the Development or Commercialization of the Product for use in the Field. Licensee Know-How shall also
include Licensee Inventions.



1.39         “Licensee
Territory” shall mean People’s Republic of China including, Hong Kong, Macau and Taiwan.



1.40         “Licensee
Trademarks” has the meaning set forth in Section 4.3.4(a).



1.41         “Losses”
has the meaning set forth in Section 8.5.1.



1.42         “MAA”
shall mean a new drug application or similar application or submission filed with or submitted to any Regulatory Authority to obtain
permission to commence marketing and sales of the Product in any particular jurisdiction.



1.43         “Made”
has the meaning set forth in Section 6.1.2.



1.44         “Manufacturing
Cost” shall mean Talon’s, or Non-Talon Foreign Regulatory Approval Holder’s, bona fide and actual manufacturing
cost or bona fide invoiced cost from a Third Party manufacturer.



1.45         “Material
Impact” shall mean a material adverse effect on the regulatory status or commercial sales of the Product.



1.46         “Material
Impact Matters” has the meaning set forth in Section 2.3.



1.47         “Net
Sales” has the meaning set forth in the Upstream Stream Licenses.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-5-







1.48         “Non-Talon
Foreign Marketing Approval Holder” has the meaning set forth in Section 4.1.6.



1.49         “Party”
or “Parties” has the meaning set forth in the Preamble.



1.50         “Patent”
shall mean any of the following, whether existing now or in the future anywhere in the world: (i) any issued patent, including
inventor's certificates, substitutions, extensions, confirmations, reissues, re-examination, renewal or any like governmental grant
for protection of inventions; and (ii) any pending application for any of the foregoing, including any continuation, divisional,
substitution, continuations-in-part, provisional and converted provisional applications.



1.51         “Payment
Period” has the meaning set forth in Section 5.2.2.



1.52         “Person”
shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization or government
or political subdivision thereof.



1.53         “Prior
CDA” has the meaning set forth in Section 7.3.



1.54         “Product”
has the meaning set forth in the Preamble.



1.55         “Prosecution
and Maintenance” shall mean, with respect to a Patent, the preparing, filing, prosecuting and maintenance of such Patent,
as well as re-examinations, reissues, requests for Patent term extensions and the like with respect to such Patent, together with
the conduct of interferences, the defense of oppositions and other similar proceedings with respect to the particular Patent.



1.56         “Regulatory
Approval” shall mean, with respect to the Product in a particular jurisdiction, approval or other permission by the applicable
Regulatory Authorities sufficient to initiate manufacturing, importing, marketing and sales of such product, including pricing
and reimbursement approvals.



1.57         “Regulatory
Authority” shall mean any federal, national, multinational, state, provincial or local regulatory agency, department,
bureau or other governmental entity with authority over the Development, Commercialization or other use or exploitation (including
the granting of Regulatory Approvals) of the Product in any jurisdiction, including the FDA.



1.58         “Regulatory
Filing” shall mean any filing, application, or submission with any Regulatory Authority, including MAAs and authorization,
approvals or clearances arising from the foregoing, including Regulatory Approvals, and all correspondence or communication with
or from the relevant Regulatory Authority, as well as minutes of any materialmeetings, telephone conferences or discussions
with the relevant Regulatory Authority, in each case with respect to the Product.



1.59         “Senior
Executives” has the meaning set forth in Section 2.3.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-6-







1.60         “Supply
Agreement” has the meaning set forth in Section 4.5.2.



1.61         “Talon”
has the meaning set forth in the Preamble.



1.62         “Talon
Copyrights” shall mean all works of authorship (including advertising, marketing and promotional materials, artwork,
labeling, and other works of authorship), and all copyrights, moral rights and other rights and interests thereto throughout the
Licensee Territory, whether or not registered, that are (i) Controlled by Talon or its Affiliates, and (ii) are delivered
to Licensee by Talon for use in connection with the Product.



1.63         “Talon
Indemnitees” has the meaning set forth in Section 8.5.2.



1.64         “Talon
Inventions” has the meaning set forth in Section 6.1.1(a).



1.65         “Talon
Know-How” shall mean any and all Know-How Controlled by Talon or its Affiliates during the Term that is reasonably necessary
or useful for the Development or Commercialization of the Product for use in the Field. Talon Know-How shall also include Talon
Inventions.



1.66         “Talon
Patents” shall mean any and all Patents Controlled by Talon or its Affiliates during the Term claiming (i) the composition
of or formulation for, (ii) any method, composition or apparatus for the manufacture of, or (iii) any method of using in the Field,
in each case of clause (i), (ii), and (iii), the Product. Talon Patents shall also include Patents that claim Talon Inventions.
A list of Talon Patents is appended hereto as Exhibit 1.66 and will be updated periodically to reflect changes thereto during
the Term.



1.67         “Talon
Product Marks” has the meaning set forth in Section 4.3.4(c).



1.68         “Talon
Technology” shall mean the Talon Know-How, Talon Patents and Talon Copyrights.



1.69         “Talon
Trademarks” shall mean the trademarks and service marks, the goodwill associated therewith, and all registrations and
applications relating thereto, that are (i) Controlled by Talon or its Affiliates, during the Term, and (ii) used by
Talon in connection with the Product. A list of Talon Trademarks is appended hereto as Exhibit 1.69 and will be updated
periodically to reflect changes thereto during the Term.



1.70         “Talon
Territory” shall mean all countries and territories throughout the world other than the Licensee Territory.



1.71         “Tekmira”
shall mean Tekmira Pharmaceuticals Corporation (f/k/a Inex Pharmaceuticals Corporation).



1.72         “Term”
has the meaning set forth in Section 9.1.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-7-







1.73         “Territory”
shall mean all of the countries and territories in the world. A Party’s respective “Territory” shall mean, in
the case of Talon, the Talon Territory, and in the case of Licensee, the Licensee Territory.



1.74         “Third
Party” shall mean any Person other than Licensee, Talon or their respective Affiliates.



1.75         “Third-Party
Claim” has the meaning set forth in Section 8.5.1.



1.76         “Upfront
Note” has the meaning set forth in Section 5.1.



1.77         “Upstream
Licenses” shall mean (i) that certain Amended and Restated License Agreement, dated April 30, 2007, by and between
Tekmira Pharmaceuticals Corporation (f/k/a Inex Pharmaceuticals Corporation) and Talon Therapeutics, Inc. (f/k/a Hana Biosciences,
Inc.), as amended on May 27, 2009 and September 20, 2010, (ii) that certain Termination Agreement, dated May 6, 2002 by and
between Tekmira Pharmaceuticals Corporation (f/k/a Inex Pharmaceuticals Corporation) and British Columbia Cancer Agency, as amended
by that certain Amendment to Termination Agreement, dated effective May 6, 2002, (iii) that certain Patent Technology License
Agreement, dated February 14, 2000 by and between The University of Texas M. D. Anderson Cancer Center and Tekmira Pharmaceuticals
Corporation (f/k/a Inex Pharmaceuticals Corporation) and assigned to Talon pursuant to that certain Assignment and Novation Agreement,
dated April 30, 2007 and (iv) that certain Contingent Value Rights Agreement, dated as of January 16, 2012, by and between
Talon Pharmaceuticals, Inc., Talon Therapeutics, Inc. and Corporate Stock Transfer, Inc. as Rights Agent (“Rights Agent”)
(which the Parties acknowledge is not a license but is included in this definition for administrative convenience). The Parties
agree to amend this Section 1.77 to include such other agreement that Talon or its Affiliates have entered into as of the
Effective Date that may affect Licensee’s exercise of the rights granted under this Agreement.



1.78         “Upstream
Licensor” shall mean the licensor under the Upstream License, or the Rights Agent with respect to the Contingent Value
Rights Agreement.



1.79         “Upstream
Payments” has the meaning set forth in Section 5.2.1.



1.80         “Wind-Down
Period” has the meaning set forth in Section 9.8.2.



Article 2
GOVERNANCE



2.1           Joint
Product Committee.



2.1.1           Establishment.
Promptly after the Effective Date, Licensee and Talon shall establish a joint product committee (the “JPC”)
to oversee, review and coordinate the activities of Licensee under this Agreement, including the Development and Commercialization
of the Product for use in the Field in the Licensee Territory.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-8-







2.1.2           Responsibilities.
The JPC shall be responsible for: (i) overseeing, reviewing and monitoring Licensee’s activities under this Agreement
including, without limitation, any clinical trials proposed to be conducted by Licensee; (ii) facilitating access to and the
exchange of information between the Parties related to the Development and/or Commercialization of the Product for use in the Field
in the Licensee Territory; and (iii) undertaking and/or approving such other matters as are specifically provided for the
JPC under this Agreement.



2.1.3           Membership.
The JPC shall be comprised of an equal number of representatives from each of Talon and Licensee and unless otherwise agreed such
number shall be two (2) senior representatives from each Talon and Licensee. Either Party may replace its respective JPC representatives
at any time with prior notice to the other Party, provided, that such replacement is of comparable authority and scope of
functional responsibility within that Party’s organization as the person he or she is replacing. Unless otherwise agreed
by the Parties, the JPC shall have at least one representative with relevant decision-making authority from each Party such that
the JPC is able to effectuate all of its decisions within the scope of its responsibilities. Licensee shall select one of its representatives
as the chairperson for the JPC (the “Chairperson”) and the Licensee may replace the Chairperson upon written
notice to Talon. The Chairperson shall be responsible for calling meetings, preparing and circulating an agenda in advance of each
meeting (which agenda will include every matter requested by either Party), and preparing and issuing minutes of each meeting within
thirty (30) days thereafter.



2.2           Meetings.
The JPC shall hold meetings (either in person, by teleconference or videoconference) at such times and places as the Parties may
mutually agree, provided, that, unless the Parties agree otherwise, the JPC shall meet at least semi-annually during the
Development of the Product for use in the Field in the Licensee Territory, and at least annually thereafter. Each Party shall bear
its own costs associated with attending such meetings. As appropriate, other employees of the Parties may attend the JPC’s
meetings as nonvoting observers, but no Third Party personnel may attend unless otherwise agreed by the Parties. At the request
of Talon and with prior written approval of Licensee, which shall not be unreasonably withheld, Third Party licensees of Talon
for the development and commercialization of the Product for use in the Field in the Talon Territory may attend the JPC’s
meetings as nonvoting participants if they have agreed to confidentiality terms at least as restrictive as those set forth in this
Agreement. Each Party may also call for special meetings to resolve particular matters requested by such Party.



2.3           Decision
Making. Decisions of the JPC shall be made by consensus of the members present in person or by other means (e.g., teleconference)
at any meeting, with at least one representative from each Party participating in such vote. The members of the JPC shall at all
times use good faith efforts to reach consensus on matters properly referred to the JPC. In the event that the JPC is unable to
reach consensus with respect to a particular matter within its purpose, then either Party may, by written notice to the other,
refer the matter to the respective business head of each Party or their respective designee who is senior in rank and authority
to such Party’s JPC representatives (the “Senior Executives”) for resolution by good faith discussions
for a period of at least fifteen (15) Business Days. In the event that the Senior Executives are unable to reach agreement with
respect to such matter within such fifteen (15) Business Days, then Licensee shall have the final decision-making authority with
respect to such matter, except in the event that such matter is reasonably possible to create a Material Impact in the Talon Territory
(the “Material Impact Matters”) and Talon notifies Licensee during or before any referral of the matter
to Senior Executives of each Party for resolution of Talon’s belief that such matter is a Material Impact Matter, in which
case, Talon shall have the final decision-making authority.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-9-







2.4           Authority.
The JPC shall perform its responsibilities under this Agreement based on the principles of prompt and diligent Development and
Commercialization of the Product for use in the Field in the Licensee Territory, consistent with good pharmaceutical practices
and commercially reasonable consideration of the optimal balance of maximizing long-term sale of the Product in the Licensee Territory.



2.5           Day-to-Day
Responsibilities. Each Party shall: (i) be responsible for day-to-day implementation and operation of the activities hereunder
for which it has or is otherwise assigned responsibility under this Agreement, provided, that such implementation is not
inconsistent with the express terms of this Agreement or the decisions of the JPC within the scope of their authority specified
herein; and (ii) keep the other Party informed as to the progress of such activities as reasonably requested by the other
Party and as otherwise determined by the JPC.



2.6           JPC
Participation; Discontinuation. It is understood that Talon’s participation on the JPC shall be as a matter of right,
but not an obligation. Accordingly, Talon may, at its discretion, elect to discontinue its participation in the JPC at any time
during the Term upon written notice to Licensee. If Talon provides such written notice, then JPC shall have no further authority
under this Agreement and shall cease to function, and thereafter decisions which were previously to be made by the JPC as set forth
and contemplated in this Agreement shall be made solely by the Licensee in its reasonable discretion except that all decisions
with respect to Material Impact Matters shall be made solely by Talon, and all of the rights and obligations of the Parties under
this Agreement shall continue in full force and effect as rights and obligations directly between the Parties, including, without
limitation, each Party’s obligations to provide and rights to receive results, data and other information generated from
the other Party’s activities with respect to the Development of the Product for use in the Field.



Article 3
LICENSES AND EXCLUSIVITY



3.1           Grant
to Licensee.



3.1.1           License.
Subject to and in accordance with the terms and conditions of this Agreement, Talon hereby grants to Licensee, during the Term,
(i) an exclusive (even as to Talon and its Affiliates, except to the extent necessary to perform their obligations under this
Agreement), irrevocable (except as set forth in Article 9), fully paid-up, royalty-free (except as set forth in Section 5.2.1),
sublicenseable at any tier (in accordance with Section 3.1.2) license to use the Talon Know-How, and under the Talon Patents, to
Commercialize (including to use, sale, offer for sale and import) the Product solely in the Licensee Territory and solely for use
in the Field, subject to and in accordance with Section 4.3, and (ii) a non-exclusive, irrevocable (except as set forth
in Article 9), fully paid-up, royalty-free, sublicenseable at any tier (in accordance with Section 3.1.2) license to use the
Talon Know-How, and under the Talon Patents, to Develop the Product solely in the Licensee Territory and solely for use in the
Field, subject to and in accordance with Sections 4.1 and 4.2.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-10-







3.1.2           Sublicenses.
Neither Licensee nor any of its Affiliates may grant or authorize sublicenses under the license under Section 3.1.1 without
the prior written consent of Talon, which approval shall not be unreasonably withheld, delayed, or conditioned, except that Licensee
shall have the right to sublicense at any tier the license under Section 3.1.1 to its Affiliates without the consent of Talon.
Licensee shall be responsible for the failure by its Affiliates to comply with, and Licensee shall ensure the compliance by each
of its Affiliates with, the terms of this Agreement including all relevant restrictions, limitations and obligations.



3.2         Activities
Outside the Field and Outside the Licensee Territory.



3.2.1           Licensee
Rights Limited to the Field and the Licensee Territory. Licensee agrees that neither it, nor any of its Affiliates, will Develop
(including file for Regulatory Approval with respect to) or Commercialize (including use, sale, offer for sale or import) the Product
anywhere in the world, or for any use anywhere in the world, except in the Licensee Territory, and for use in the Field in the
Licensee Territory, only in accordance with and under this Agreement. Licensee agrees that neither it, nor any of its Affiliates,
will use or otherwise exploit, except as expressly licensed under this Agreement, any Talon Patents, Talon Know-How and/or Talon
Trademark, or their counterparts in a country outside the Licensee Territory.



3.2.2           Territorial
Integrity. Each Party shall use Commercially Reasonable Efforts to prevent any Product sold or otherwise distributed by such
Party, directly or indirectly, from being sold, distributed or otherwise transported for use outside its respective Territory.



3.3         Upstream
Licenses. In addition to the payment obligations under Section 5.2, Licensee shall, and shall cause its Affiliates and sublicensees
to, comply with all the terms and conditions of the Upstream Licenses applicable to Licensee or its Affiliates or sublicensees,
or to Talon due to Licensee’s or its Affiliates’ or sublicensees’ activities, under this Agreement in the Licensee
Territory. To the extent that any provisions are more restrictive, or broader, under the Upstream Licenses than may be explicitly
set out in the Agreement, such more restrictive or broader provisions shall govern Licensee’s rights. During the Term, Talon
shall promptly furnish Licensee with copies of (a) complete and unredacted copies of the Upstream Licenses and any relevant ancillary
agreements, exhibits, schedules, or other documents which set forth and are sufficient to fully describe all the terms and conditions
with which Licensee must comply in relation to the Upstream Licenses, (b) all amendments of the Upstream Licenses, and (c) all
correspondence (or in the case of oral discussions, a summary of such discussions) with or from and reports received from or provided
to licensors under the Upstream Licenses to the extent material to Licensee or the rights granted or to be granted to Licensee
under this Agreement. In addition, during the Term, Talon shall provide copies of all notices received by Talon relating to any
alleged breach or default by Talon under the Upstream Licenses within five (5) Business Days after Talon’s receipt thereof.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-11-







3.4         Assistance
to Obtain Rights to Additional Products.



3.4.1           Introduction
to Third Parties with Rights to Additional Products. With regard to any current and/or future proprietary, licensed or acquired
pharmaceutical or biologic assets or products, and any and all other derivatives, and/or improvements thereof, that Talon Controls
or that come under the Control of Talon, other than the Product (the “Additional Products”), to the extent Development
and Commercialization rights in the Licensee Territory are Controlled by Third Parties, at Licensee’s reasonable request,
Talon shall use good faith efforts, solely from the perspective of Talon’s best interests, to introduce Licensee to such
Third Parties to facilitate Licensee to license or acquire such rights in the Licensee Territory from such Third Parties, with
the understanding that Licensee shall be solely responsible for all costs or consideration related to a license or acquisition
of such rights in the Licensee Territory from such Third Parties.



3.4.2           Efforts
to Obtain Rights in the Licensee Territory. Talon shall use good faith efforts, solely from the perspective of Talon’s
best interests, when engaging in negotiations with Third Parties to license or acquire any Development and Commercialization rights
for any pharmaceutical or biologic assets or products, and any and all other derivatives, and/or improvements thereof owned by
such third parties, to license or acquire Development and Commercialization rights thereto in the Licensee Territory.



3.4.3           Termination
Upon Change of Control. Licensee acknowledges and agrees that Talon’s obligations under Sections 3.4.1 and 3.4.2 above
shall terminate and be of no further effect upon the consummation of Change of Control by Talon.



3.5         No
Other Rights. Each Party acknowledges that the rights and licenses granted under this Article 3 and elsewhere in this
Agreement are limited to the scope expressly granted. Accordingly, except for the rights expressly granted under this Agreement,
no right, title, or interest of any nature whatsoever is granted, whether by implication, estoppel, reliance, or otherwise, by
either Party to the other Party. All rights with respect to Know-How, Patents or other Intellectual Property rights that are not
specifically granted herein are reserved to the owner thereof.



Article 4
REGULATORY MATTERS, DEVELOPMENT AND COMMERCIALIZATION OF PRODUCT



4.1         Regulatory
Matters.



4.1.1           General.
Licensee shall be responsible for all correspondence, meetings and other interactions, with the relevant Regulatory Authorities
concerning regulatory activities related to the Product in the Field in the Licensee Territory, and for preparing and filing any
and all Regulatory Filings for Regulatory Approval for the Product in the Field in the Licensee Territory at its sole expense and
shall use Commercially Reasonable Efforts in doing so. Talon shall assist and cooperate with Licensee in connection with the preparation,
filing and maintenance of such Regulatory Filings, as reasonably requested by Licensee. All Regulatory Approvals in the Licensee
Territory shall be owned by Licensee and filed and obtained in Licensee’s and/or Talon’s name in accordance with Applicable
Laws.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-12-







4.1.2           Reporting.
Licensee shall keep Talon fully informed of regulatory developments relating to the Product in the Field in the Licensee Territory
and shall promptly notify Talon in writing of any action or decision by any Regulatory Authority in the Licensee Territory regarding
the Product in the Field. Licensee shall provide Talon for review and comment all draft Regulatory Filings in its original language
(with a summary in English) and in electronic form (other than routine correspondence) at least twenty (20) Business Days (or in
the event of a shorter filing deadline, as soon as practicable) in advance of their intended date of submission to a Regulatory
Authority in the Licensee Territory. Talon shall use good faith efforts to provide Licensee with comments to such draft Regulatory
Filings prior to the intended date of submission, and Licensee shall consider in good faith any comments thereto provided by Talon.
Licensee shall promptly notify Talon of any Regulatory Filings (other than routine correspondence) submitted to or received from
any Regulatory Authority in the Licensee Territory regarding the Product in the Field, and shall provide copies thereof at least
five (5) Business Days after submission or receipt, which copy may be provided in its original language and in electronic form.
Licensee shall keep Talon informed of all meetings, conferences and discussions with any Regulatory Authority in the Licensee Territory
concerning the Product, and shall provide Talon with a summary of the substantive content discussed in any such meeting, conferences
or discussions within five (5) Business Days after such meetings, conferences or discussions. In addition, upon Talon’s request,
Licensee shall promptly meet and confer with Talon to discuss any regulatory matters related to the Product in the Licensee Territory,
either in person at Licensee’s facility or by audio or video teleconference as Talon may elect.



4.1.3           Regulatory
Costs. Licensee shall be solely responsible for all of its costs and expenses related to the preparation, filing and maintenance
of all Regulatory Approvals for the Product in the Field in the Licensee Territory. Talon shall support Licensee, as reasonably
requested by Licensee, in obtaining Regulatory Approvals in Licensee Territory, including providing necessary documents or other
materials in Talon’s possession required by Applicable Laws to obtain Regulatory Approvals in such territory, all in accordance
with the terms and conditions of this Agreement, provided, that Talon shall be under no obligation to generate any additional
data unless specifically agreed by Talon and Licensee.



4.1.4           Rights
of Reference. Talon hereby grants to Licensee a right of reference to all Regulatory Filings filed by or on behalf of Talon,
which right of reference Licensee may use for the sole purpose of seeking, obtaining and maintaining Regulatory Approvals and Developing
and Commercializing the Product in the Field in the Licensee Territory. At Licensee’s reasonable request, Talon shall submit
to the Regulatory Authorities a copy of the Regulatory Filings related to the Product, which are reasonably determined by Talon
to be necessary to support Licensee’s application for Regulatory Approvals in the Licensee Territory.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-13-







4.1.5         Reporting;
Adverse Drug Reactions.



(a)          Pharmacovigilance
Agreement. Promptly after the Effective Date, the Parties shall enter into a pharmacovigilance agreement on reasonable and
customary terms, including: (a) providing detailed procedures regarding the maintenance of core safety information and the
exchange of safety data relating to the Product within appropriate timeframes and in an appropriate format to enable each Party
to meet both expedited and periodic regulatory reporting requirements; and (b) ensuring compliance with the reporting requirements
of all applicable Regulatory Authorities on a worldwide basis for the reporting of safety data in accordance with all applicable
regulatory and legal requirements regarding the management of safety data. Each Party hereby agrees to comply with its respective
obligations under such pharmacovigilance agreement and to cause its Affiliates to comply with such obligations.



(b)          Adverse
Event Reporting. As between the Parties: (a) Licensee or its designee shall be responsible for the timely reporting of
all adverse drug reactions/experiences, Product quality, Product complaints and safety data relating to the Product to the appropriate
Regulatory Authorities in the Licensee Territory; and (b) Talon or its designee shall be responsible for reporting all adverse
drug reactions/experiences, Product quality, Product complaints and safety data relating to the Product to the appropriate Regulatory
Authorities in the Talon Territory; all in accordance with Applicable Laws.



4.1.6         Talon
Assistance for Imported Products. In the event that (a) to apply for Regulatory Approval for the Product as an imported
drug or product (an “Imported Product Regulatory Approval”) in a country or regulatory jurisdiction within the
Licensee Territory, a Regulatory Authority or Applicable Laws of such country or regulatory jurisdiction requires the applicant
to hold a marketing authorization, certificate of pharmaceutical product, or an equivalent certification for such Product outside
of such country or regulatory jurisdiction within the Licensee Territory (a “Foreign Marketing Approval”), (b) Licensee
decides to seek Imported Product Regulatory Approval for such Product in such country or regulatory jurisdiction, and (c) Licensee
requests Talon, if Talon is the Foreign Marketing Approval holder for such Product, to authorize Licensee to file, in Talon’s
name, or if, Talon’s Affiliate or a Third Party is the Foreign Marketing Approval holder for such Product (the “Non-Talon
Foreign Marketing Approval Holder”), to procure such Non-Talon Foreign Marketing Approval Holder to authorize Licensee
to file in such Non-Talon Foreign Marketing Approval Holder’s name, for such Imported Product Regulatory Approval for such
Product, then, Talon shall, and shall use commercially reasonable efforts to cause any Non-Talon Marketing Approval Holder to,
provide all reasonable assistance, facilitation and support including providing all documents and data reasonably requested by
Licensee in a timely manner and at Licensee’s cost to effectuate such Imported Product Regulatory Approval including:



(a)          Licensee
shall have sole responsibility for, and sole decision-making authority with respect to, preparing, filing, obtaining and maintaining
the Imported Product Regulatory Approvals and related Regulatory Filings, provided, that Talon shall, and shall cause its
Affiliates and any Non-Talon Foreign Marketing Approval Holder to, at the request of Licensee, cooperate with Licensee to prepare,
file, obtain and maintain such Imported Product Regulatory Approvals and related Regulatory Submissions.



(b)          Talon
shall:



(i)          if
Talon holds the Foreign Marketing Approval, authorize Licensee, and provide all reasonable assistance, facilitation and support
including providing all documentations and data reasonably requested by Licensee to Licensee, to file, in Talon’s name, for
Imported Product Regulatory Approval in such country or regulatory jurisdiction, at the direction of Licensee and for Licensee’s
sole benefit; or



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-14-







(ii)         if
a Non-Talon Foreign Marketing Approval Holder holds the Foreign Marketing Approval for such Product, use commercially reasonable
efforts to cause such Non-Talon Foreign Marketing Approval Holder to authorize and provide all reasonable assistance, facilitation
and support including providing all documentations and data reasonably requested by Licensee to Licensee, to file, in such Non-Talon
Foreign Marketing Approval Holder’s name, for Imported Product Regulatory Approval in such country or regulatory jurisdiction,
at the direction of Licensee and for Licensee’s sole benefit.



(c)          If
the Regulatory Authority or Applicable Laws in such country or regulatory jurisdiction allows the Talon to appoint a local agent
(or registration agent) to assist in the filing, maintenance or amendment of the Imported Product Regulatory Approval, then Talon
shall appoint, or use commercially reasonable efforts to procure any Non-Talon Foreign Marketing Approval Holder to appoint, including
providing a power of attorney which effectuates such appointment and registering such appointment with the relevant Regulatory
Authority, Licensee or its designated Affiliate as its designated local agent for the Imported Product Regulatory Approval process
inclusive of, to the fullest extent possible, the receipt of communications from the Regulatory Authority and submission of all
relevant Regulatory Submissions.



(d)          Talon
shall use commercially reasonable efforts to cause any Non-Talon Foreign Marketing Approval Holder to grant to Licensee, during
the Term, an exclusive (even as to Talon, its Affiliates, and any Non-Talon Foreign Marketing Approval Holder), irrevocable (except
as set forth in Article 9), fully-paid, royalty-free (except as set forth in Section 5.2.1), sublicenseable (in accordance
with Section 3.1.2) license under such Imported Product Regulatory Approvals to Develop and Commercialize the Product solely in
the Licensee Territory and solely for use in the Field in accordance with this Agreement. In addition, Talon shall cause any Non-Talon
Foreign Marketing Approval Holder to, provide to Licensee, all benefits of any Imported Product Regulatory Approvals and enforce,
at Licensee’s cost and expense, at the request of and for the account of Licensee, any rights of Talon or its Affiliates
arising under any Imported Product Regulatory Approvals against any Person.



(e)          Talon
shall use commercially reasonable efforts to cause any Non-Talon Foreign Regulatory Approval Holder to Manufacture and supply via
the named manufacturer or supplier on the relevant Imported Product Regulatory Approval all Products for Commercialization under
the Imported Product Regulatory Approvals in the Territory to Licensee and its designated Affiliates and sublicensees at a price
per Product equal to the Non-Talon Foreign Regulatory Approval Holder’s Manufacturing Cost (as may change from time to time)
for such Product plus ***.



(f)          Talon
shall, and hereby appoints, and shall use commercially reasonable efforts to cause its Affiliates and any Non-Talon Foreign Marketing
Approval Holder to appoint, Licensee as its attorney-in-fact to Develop and Commercialize the Product under the Imported Product
Regulatory Approval on Talon’s or the Non-Talon Foreign Marketing Approval Holder’s behalf, and shall execute a power
of attorney in favor of Licensee to this effect during the Term.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-15-







(g)          Talon
shall, and shall use commercially reasonable efforts to cause its Affiliates and any Non-Talon Foreign Marketing Approval Holder
to, (x) notify Licensee of all communications received from the applicable Regulatory Authority with respect to any Imported Product
Regulatory Approvals, (y) provide all official original copies of all Imported Product Regulatory Approvals received from the applicable
Regulatory Authority to Licensee, and (z) provide copies of any written correspondence received from the applicable Regulatory
Authorities with respect to any Imported Product Regulatory Approvals to Licensee, in each case, promptly after receipt thereof.



(h)          Talon
shall not, and shall use commercially reasonable efforts to cause its Affiliates and any Non-Talon Foreign Marketing Approval Holder
to not, interact or communicate with the CFDA regarding the Imported Product Regulatory Approvals without the prior approval or
participation of Licensee.



(i)          If
at any time Talon, its Affiliates or any Non-Talon Foreign Marketing Approval Holder are permitted by the applicable Regulatory
Authority to transfer the Imported Product Regulatory Approval to Licensee, Talon shall, and hereby does, and shall cause its Affiliates
and any Non-Talon Foreign Marketing Approval Holder to, assign to Licensee or its designated Affiliate, all rights, title and interests
in and to such Imported Product Regulatory Approvals and related Regulatory Submissions for the Product in the Field in the Territory.
Talon agrees and covenants that it shall, and shall cause it Affiliates and any Non-Talon Foreign Marketing Approval Holder to,
promptly take any and all actions necessary to effectuate the prompt assignment of such Imported Product Regulatory Approvals and
related Regulatory Submissions, or to enable Licensee or its designated Affiliate to obtain new Imported Product Regulatory Approvals
or related Regulatory Submissions, including executing and delivering all documents or instruments, and providing all copies of
documents or information, that may be necessary, required or which Licensee or its designated Affiliate may request.



4.2         Development.



4.2.1           General.
Licensee shall take the lead in, and be responsible for, conducting the Development activities, including clinical trials, as may
be reasonably necessary to expeditiously obtain Regulatory Approvals for the Product for use in the Field in the Licensee Territory.
Except as otherwise provided herein, it is understood and agreed that, as between the Parties, all Development efforts for the
Product for use in the Field in the Licensee Territory shall be at the sole expense of Licensee.



4.2.2           Clinical
Trials. If additional clinical trials are required in the Licensee Territory, Licensee shall promptly inform JPC and shall
not conduct any clinical trial without the prior approval of the JPC in accordance with Section 2.3.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-16-







4.2.3           Development
Assistance. Promptly after the Effective Date, but not to exceed thirty (30) days following the Effective Date, Talon shall,
at its own cost and expense, make available to Licensee the Talon Know-How that exists on the Effective Date and was not previously
provided to Licensee (but without an obligation for Talon personnel to travel) including all Talon Know-How developed, collected,
or submitted as part of an investigational new drug application or similar application or submission filed with or submitted to
any Regulatory Authority to obtain permission to commence clinical trials in relation to the Product in any particular jurisdiction
(the “Initial Transfer”). For clarity, the Initial Transfer shall not require Talon to conduct any new Development
work or prepare or complete any reports not already completed. After the Initial Transfer, Talon shall provide Licensee with reasonable
assistance regarding scientific, clinical and/or manufacturing matters (including the chemistry, manufacture and controls of the
Product) in the Development of the Product in the Field in the Licensee Territory. Such assistance shall include the transfer of
additional Talon Know How to Licensee and reasonable access to Talon personnel involved in the research and Development of the
Product, either in-person or by teleconference.



4.2.4           Diligence.
Licensee shall use Commercially Reasonable Efforts to Develop and obtain and maintain Regulatory Approval for the Product for at
least one indication in the Field in the Licensee Territory and shall not take actions that would be reasonably likely to create
a Material Impact. Licensee will have no other diligence obligations with respect to the Development of the Product under this
Agreement.



4.3         Commercialization.



4.3.1           General.
Except as otherwise provided herein, it is understood and agreed that, as between the Parties, all Commercialization efforts for
the Product for use in the Field in the Licensee Territory shall be at the sole expense of Licensee.



4.3.2           Diligence.
Licensee will use Commercially Reasonable Efforts to Commercialize the Product in the Field in each country in the Licensee Territory
in which Regulatory Approval is received and shall not take actions that would be reasonably likely to create a Material Impact.
Without limiting the foregoing, Licensee agrees to, directly or through one or more of its Affiliates, use Commercially Reasonable
Efforts (i) to launch the Product for use in the Field as soon as practicable in the Licensee Territory, and thereafter (ii) to
market, promote and sell the Product in the Field throughout the Licensee Territory to maximize Net Sales with respect thereto.
Licensee will have no other diligence obligations with respect to the Commercialization of the Product under this Agreement.



4.3.3           Pricing.
Licensee shall have the sole right to determine pricing of the Product in the Field in the Licensee Territory, provided,
that Licensee and Talon shall discuss the pricing strategy for the Licensee Territory.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-17-







4.3.4         Trademarks.



(a)          Licensee
Trademarks. Licensee shall have the right to select the Product names and all trademarks, including any Talon Trademarks (subject
to Section 4.3.4(b) and only to the extent Talon has the right to grant a license to such Talon Trademarks to Licensee), used in
connection with the Commercialization of the Product for use in the Field, including special promotional or advertising taglines,
in each case in the Licensee Territory (all such trademarks, other than the Talon Trademarks, specific to the Product and including
all goodwill associated therewith, and all applications, registrations, extensions and renewals relating thereto, shall be referred
to as the “Licensee Trademarks”). Licensee shall be the exclusive owner of the Licensee Trademarks, and shall
use Commercially Reasonable Efforts to register and maintain, at its expense, such Licensee Trademarks as shall be used for Commercialization
of the Product for use in the Field in the Licensee Territory.



(b)          Reference
to Talon as Licensor.



(i)          Talon
Trademarks. To the extent permitted by Applicable Laws, at Talon’s election, the labels and packaging of the Product
and all promotional materials for the Product shall include text identifying Talon as the licensor of the Product and a Talon Trademark
to be placed in a size and location reasonably agreed to by the Parties, provided, that such mark: (i) is used in a
consistent and noticeable manner sufficient to constitute trademark usage under Applicable Laws, (ii) is clearly identified
as a trademark (i.e., through the use of a “®”, “TM” or other appropriate identifier), (iii) is
not used as combination marks with other marks or trademarks, and (iv) is reasonably less prominent in size and location as the
Licensee Trademarks. Licensee shall obtain Talon’s review and approval prior to the first use of the Talon Trademarks in
such labeling, packaging or promotional materials, such approval not to be unreasonably withheld if the Talon Trademarks are used
in a manner that is consistent with Talon’s reasonable usage guidelines for such Talon Trademarks.



(ii)         Trademark
License. In connection with Section 4.3.4(b)(i) above, Talon hereby grants to Licensee an exclusive license to use the
Talon Trademarks (except with respect to the Talon’s trade name under which such license to use is non-exclusive) for the
packaging, labeling, marketing, promotion, distribution and sale of the Product for use in the Field in the Licensee Territory
in accordance with this Agreement, and Licensee shall have the right to exercise such license through its Affiliates, provided,
that Licensee shall be responsible for the failure by its Affiliates to comply with, and Licensee guarantees the compliance by
each of its Affiliates with, the terms of this Agreement including all relevant restrictions, limitations and obligations. Talon
shall own all right, title and interest in and to the Talon Trademarks and the registrations thereof and all goodwill from the
use ofthe Talon Trademarks shall vest in and inure to the benefit of Talon. Talon shall use Commercially Reasonable Efforts
to register and maintain, at Licensee’s expense, such Talon Trademarks as shall be used for Commercialization of the Product
for use in the Field in the Licensee Territory.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-18-







(c)          Talon
Product Marks. Talon shall have the right, but not the obligation, to brand the Product for use in the Field in the Talon Territory
using the Licensee Trademarks (“Talon Product Marks”). Accordingly, Licensee shall provide to Talon copy proofs
of each Licensee Trademark and reasonable usage guidelines therefor as such mark is registered with the applicable Regulatory Authorities
in the Licensee Territory for Talon’s review and consideration. Talon shall obtain Licensee’s review and approval prior
to the first use of the Talon Product Marks in such labeling, packaging or promotional materials, such approval not to be unreasonably
withheld if the Talon Product Marks are used in a manner that is consistent with Licensee’s reasonable usage guidelines for
such Talon Product Marks. Subject to this Section 4.3.4(c), Licensee further hereby grants to Talon an exclusive license to use
the Talon Product Marks (except with respect to the Licensee’s trade name under which such license to use is non-exclusive),
to the extent Talon Product Marks exist in the Talon Territory, consistent with the usage guidelines applicable to Licensee and
its Affiliates’ use of such Licensee Trademarks in the Licensee Territory solely in connection with the Development and Commercialization
of the Product solely for use in the Field and solely in the Talon Territory for the packaging, labeling, marketing, promotion,
distribution and sale of the Product for use in the Field in the Talon Territory in accordance with this Agreement, and Talon shall
have the right to exercise such license through its Affiliates or sublicense a Third Party, provided, that Talon shall be
responsible for the failure by its Affiliates or Third Party sub-licensees to comply with, and Talon guarantees the compliance
by each of its Affiliates with, the terms of this Agreement including all relevant restrictions, limitations and obligations. Licensee
shall own all right, title and interest in and to any Talon Product Marks and the registrations thereof and all goodwill from the
use ofthe Talon Product Marks shall vest in and inure to the benefit of Licensee. The above notwithstanding, Licensee shall
have the right, but not the obligation, to register or maintain any Talon Product Marks in the Talon Territory.



4.4         Reporting.
Without limiting any other provisions of this Agreement, Licensee shall keep Talon reasonably informed through the JPC as to the
progress of its activities with respect to the Development and Commercialization of the Product or otherwise under this Article 4
and provide such reports and information with respect thereto as designated by the JPC or as may be reasonably requested by Talon.
In addition, Licensee shall promptly notify Talon if it anticipates or there are material deviations from the Commercialization
Plan(s) or any development diligence requirement, and shall discuss in good faith and keep Talon informed as to any corrective
actions that it intends or is taking to address such deviations.



4.5         Manufacturing
and Supply.



4.5.1           No
Manufacturing Rights. Talon retains all rights with respect to manufacturing of the Product.



4.5.2           Supply.
Subject to the terms and conditions of this Agreement, Talon shall use Commercially Reasonable Efforts to supply or have supplied
to Licensee or its designee all quantities of the Product ordered by Licensee for use in the Field in the Licensee Territory in
accordance with a separate written agreement to be negotiated between the Parties pursuant to Section 4.5.3 below (a “Supply
Agreement”). Licensee shall solely purchase from Talon its entire requirement of the Product and Talon shall have the
right to manufacture and have manufactured such quantities of the Product for Licensee.



4.5.3           Supply
Agreement. Within ninety (90) days of the Effective Date, the Parties shall negotiate and execute a Supply Agreement for the
supply by Talon to Licensee of the requirements of the Product ordered by Licensee for Development and Commercialization in the
Licensee Territory.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-19-







4.5.4           Supply
Price and Adjustment. The price per unit of each Product supplied by Talon under the Supply Agreement shall be equal to Talon’s
Manufacturing Cost (as may change from time to time) for such Product plus ***.



4.5.5           Quality
Agreement. Within ninety (90) days of executing the Supply Agreement, Talon and Licensee shall execute a mutually acceptable
quality agreement that allocates roles and responsibilities to each Party with respect to quality control and regulatory compliance
with respect to supply of the Product to Licensee.



Article 5
PAYMENTS



5.1         Upfront
Payment. As consideration for the licenses granted under Section 3.1 and Licensee’s other rights under this Agreement,
Licensee shall pay to Talon one million five hundred thousand U.S. dollars (USD$1,500,000) by delivery of a secured promissory
note in the form of Exhibit 5.1 (the “Upfront Note”).



5.2         Payments
to Upstream Licensors.



5.2.1           Payments.
Licensee shall pay to Talon any and all payments due from Talon to Tekmira or the Rights Agent under the Upstream Licenses on account
of the Development and/or Commercialization of the Product in the Field in the Licensee Territory by Licensee and its Affiliates
and sublicensees (the “Upstream Payments”) including running royalty payments; provided that if Licensee
is obligated to make any Upstream Payments due to the achievement of a milestone, Licensee shall only pay: (a) a prorated portion
of any Upstream Payments triggered by the occurrence of a sales milestones reached in part due to sales by Licensee in the Licensee
Territory; and (b) any Upstream Payments triggered by the occurrence of a development milestone wherein the trigger is explicitly
defined as the achievement of a milestone in the Licensee Territory or achieved as a direct result of Licensee’s Development
of the Product in the Licensee Territory. As an example of Licensee’s obligation to only pay a prorated portion of an Upstream
Payment triggered by the occurrence of a sales milestone, if (x) a sales milestone payment of $10,000,000 is triggered due to the
occurrence of aggregate annual sales of the Product within a territory covering the Licensed Territory reaching a certain threshold
and (y) at the triggering of the sales milestone payment, Licensee’s annual sales of the Product in the Licensee Territory
for the year the payment is triggered account for 10% of total sales of the Product in a territory which covers the Licensee Territory,
then (z) Licensee shall pay $1,000,000 of that $10,000,000 sales milestone payment. Except for (i) the upfront payment under
Section 5.1, and (ii) the Upstream Payments under this Section 5.2.1, no payment shall be due from Licensee to Talon
for the Development and/or Commercialization of the Product in the Field in the Licensee Territory.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-20-







5.2.2           Payment
Reports and Payments. For as long as Licensee is obligated to make the Upstream Payments in accordance with Section 5.2.1,
within twenty five (25) days after the last day of each calendar quarter, Licensee will deliver to Talon a report of Net Sales
of the Product by Licensee, its Affiliates and sublicensees during the preceding quarterly period (any such period, a “Payment
Period”), with all the Upstream Payments in accordance with Section 5.2.1, if any, for the Payment Period covered
by such report being due no later than forty (40) days after the last day of such Payment Period. For any Upstream Payments triggered
due to the occurrence of a sales milestone, Talon shall provide Licensee with an invoice no later than twenty (20) days before
such Upstream Payment is due if feasible or such other documentation and such invoice or documentation will set forth: (a) the
Licensee’s prorated portion of such Upstream Payment, (b) how the Licensee’s prorated portion of the Upstream Payment
was calculated and reasonable support for the calculation, and (c) the date when such Upstream Payment is due. In relation to any
Upstream Payment, which Talon claims is triggered due to the occurrence of a development milestone achieved as a direct result
of Licensee’s Development of the Product in the Licensee Territory (other than wherein the trigger is explicitly defined
as the achievement of a milestone in the Licensee Territory), Talon shall provide Licensee with information, reasonably requested
by Licensee, regarding the Development of the Product in the Talon Territory sufficient for Licensee to determine whether Licensee’s
Development has triggered such an Upstream Payment.



5.3           Payment
Method. All payments due under this Agreement to Talon shall be made by bank wire transfer in immediately available funds to
an account designated by Talon. All payments hereunder shall be made in the legal currency of the United States of America, and
all references to “$” or “Dollars” shall refer to United States dollars. To the extent that Applicable
Law imposes withholding taxes on any payments from Licensee to Talon pursuant to this Agreement, Licensee may withhold such taxes
and pay such amounts to the relevant government authority. For any Upstream Payments where Talon cannot reduce any amounts owed
to the Upstream Licensor under the applicable Upstream License with respect to withholding taxes paid by the Licensee under this
Agreement, all amounts payable to Talon pursuant to this Agreement shall be made without reduction for any withholding or similar
taxes paid by Licensee. For any Upstream Payments where Talon can reduce any amounts owed to the Upstream Licensor under the applicable
Upstream License with respect to withholding taxes paid by the Licensee under this Agreement, the Licensee may deduct from the
amounts payable to Talon pursuant to this Agreement any withholding or similar taxes paid by Licensee. Licensee shall furnish to
Talon appropriate evidence of payment of such taxes or other amount required by Applicable Laws to be deducted from any payment
due under this Agreement to Talon, including any tax or withholding levied by a foreign taxing authority in respect of such payment.



5.4           Support
Fees. Talon will provide to Licensee at its own expense: (a) *** (***) hours of regulatory and development support during
the first Agreement Year, and (b) *** (***) hours of regulatory and development support for each Agreement year after the
first anniversary of the Effective Date. Regulatory and development support provided by Talon to Licensee, in excess of the number
of free hours, set forth above, in any Agreement Year, shall be charged at a rate of $*** per hour. For clarity, the costs incurred
by Talon to provide the Initial Transfer under Section 4.2.3 shall also be borne by Talon and shall not be charged to Licensee
or counted toward the hours set out in the this Section that Talon will provide to Licensee at its own expense.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-21-







5.5           Records;
Audit. The Parties will, and will cause its Affiliates to, keep and maintain for three (3) years after the relevant calendar
quarter complete and accurate books and records in sufficient detail so that Net Sales and payments made hereunder can be properly
calculated. No more frequently than once during each calendar year during the Term and once during the three (3) year period thereafter,
the Parties will permit independent third party auditors appointed by Talon, Talon, Tekmira or Licensee (the party requesting an
audit, the “Auditing Party”) and with at least forty-five (45) days advance notice at any time during normal
business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of the
non-Auditing Party and its Affiliates and reports submitted to the non-Auditing Party and its Affiliates by its sublicensees pertaining
to a payment period that is not earlier than thirty-six (36) months from the date of conclusion of the audit, for the sole purpose
of verifying the accuracy of the calculation of Upstream Payments to Talon pursuant to this Article 5. The accounts, records
and reports related to any particular period of time may only be audited one time under this Section 5.5. The Auditing Party
will cause their independent third party auditors not to provide the Auditing Party with any copies of such accounts, records or
reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the
accounting and payments made by Licensee pursuant to this Article 5. The Auditing Party will cause its independent third party
auditors to promptly provide a copy of their report to non-Auditing Party. If such audit determines that payments are due to Talon,
Licensee will pay to Talon any such additional amounts within ten (10) Business Days after the date on which such auditor’s
written report is delivered to Licensee and the Auditing Party, unless such audit report is disputed by Licensee, in which case
the dispute will be resolved in accordance with Article 10. If such audit determines that Licensee has overpaid any amounts
to Talon, Talon will refund any such overpaid amounts to Licensee within ten (10) Business Days after the date on which such auditor’s
written report is delivered to Licensee and the Auditing Party. Any such inspection of records will be at the Auditing Party’s
expense unless such audit discloses a deficiency or overpayment in the payments made by Licensee (whether for itself or on behalf
of its Affiliates) of more than *** percent (***%) of the aggregate amount payable for the relevant period, in the case of such
a deficiency, Licensee will bear the cost of such audit, or in the case of such overpayment caused by Talon, Talon shall bear the
cost of such audit. Each of the parties agree that all information subject to review under this Section 5.5 is non-Auditing Party’s
Confidential Information that is subject to confidentiality and non-use obligations under Section 7.2, and Auditing Party agrees
that it shall cause its independent third party auditors to also retain all such information subject to the non-disclosure and
non-use restrictions of Section 7.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in
the accounting industry.



5.6           Late
Payment. Any payments or portions thereof due hereunder which are not paid when due shall bear interest equal to the lesser
of (i) the rate equal to the thirty (30) day U.S. dollar LIBOR rate effective for the date that payment was due, as published by
The Wall Street Journal, Internet Edition at www.wsj.com in the “Money Rates” column, on the date such payment was
due, plus an additional *** percent (***%), or (ii) the maximum rate permitted by Applicable Laws, calculated on the number of
days such payment is delinquent. This Section 5.6 shall in no way limit any other remedies available to Talon.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-22-







Article 6
INTELLECTUAL PROPERTY



6.1         Ownership
of Inventions.



6.1.1        Ownership.



(a)          Talon
shall own all right, title and interest to (i) any and all Inventions solely Made by or on behalf of Talon or its Affiliates
in connection with their activities under this Agreement and (ii) any and all Patents claiming any such Inventions described
in the foregoing clause (ii) (collectively, “Talon Inventions”).



(b)          Licensee
shall own all right, title and interest to (i) any and all Inventions solely Made by or on behalf of Licensee or its Affiliates
or sublicensees in connection with their activities under this Agreement, and (ii) any and all Patents claiming any such Inventions
described in the foregoing clause (i) (collectively, “Licensee Inventions”).



(c)          The
Parties shall jointly own all right, title and interest to (i) any and all Inventions jointly Made by at least one employee,
agent, consultant, contractor, Affiliate, or sublicensee of Talon and at least one employee, agent, consultant, contractor, Affiliate,
or sublicensee of Licensee (each having the obligation to assign such Inventions to either Talon or Licensee), and (ii) any
and all Patents claiming such Inventions described in the foregoing clause (i) (“Joint Patents” and collectively
with Inventions described in clause (i), “Joint Inventions”).



(d)          During
the Term, Talon Inventions and Joint Inventions shall be included in the definition of Talon Technology, Talon Patents, Talon Know-How,
and Talon Copyrights, as applicable, and subject to the licenses granted under Section 3.1. For the avoidance of doubt, Talon
reserves the right to use, practice or otherwise exploit any and all Talon Inventions and Joint Inventions subject to the licenses
granted under Section 3.1.



6.1.2        Interpretation.
For purposes of this Section 6.1, “Invention” shall mean any invention
(whether or not patentable), data, results, ideas, discovery, development, method, process, know-how, works of authorship or other
information that is Made by or on behalf of a Party or the Parties; and“Made” shall mean developed,
conceived, authored, acquired or created by or on behalf of a Party or the Parties.It
is understood that except as expressly set forth under this Section 6.1, inventorship, authorship and other indicia of which
Party Made an Invention will be determined in accordance with United States or the relevant foreign Intellectual Property laws
under which the relevant foreign Intellectual Property right exists in effect at the time such Invention was Made.



6.2         License
Grant to Talon. Licensee hereby grants to Talon a perpetual, irrevocable, fully paid-up, royalty free, exclusive license, with
the right to grant sublicenses at any tier, under Licensee Know-How (including, without limitation, Licensee Inventions) and Licensee’s
rights in the Joint Inventions, to research, Develop, make, have made, use, sell, offer for sale, have sold, import and otherwise
Commercialize the Product in the Talon Territory.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-23-







6.3         Patent
Prosecution. Talon shall control the Prosecution and Maintenance of Talon Patents and Joint Patents. Licensee will bear the
costs of Prosecution and Maintenance of all Talon Patents and Joint Patents in the Licensee Territory. Costs billed to or incurred
by Talon for the Prosecution and Maintenance of all Talon Patents and Joint Patents in the Licensee Territory will be rebilled
to Licensee and are due within thirty (30) days of rebilling by Talon.



6.4         Defense
of Third Party Infringement Claims. If the Product becomes the subject of a Third Party’s claim or assertion of infringement
of a Patent relating to the manufacture, use, sale, offer for sale or importation of the Product for use in the Field in the Licensee
Territory, the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall
agree on and enter into a “common interest agreement” wherein such Parties agree to their shared, mutual interest in
the outcome of such potential dispute, and thereafter, the Parties shall promptly confer to consider the claim or assertion and
the appropriate course of action.



6.5         Enforcement.



6.5.1           Notice.
Licensee will promptly report in writing to Talon any (a) known or suspected third party infringement of any Talon Patents,
Talon Trademarks, or Talon Copyrights, or (b) unauthorized use or misappropriation of any Talon Know-How or other Confidential
Information by a Third Party of which it becomes aware, and will provide Talon with all available evidence supporting such infringement
or unauthorized use or misappropriation. Talon will promptly report in writing to Licensee any (a) known or suspected third
party infringement of any Licensee Inventions, Licensee Trademarks, or Talon Product Marks, or (b) unauthorized use or misappropriation
of any Licensee Know-How or other Confidential Information by a Third Party of which it becomes aware, and will provide Licensee
with all available evidence supporting such infringement or unauthorized use or misappropriation.



6.5.2           Right
to Enforce Talon Patents, Talon Trademarks or Talon Copyrights. Talon will have the first right, but not the obligation, to
take any reasonable measures it deems appropriate to stop activities in the Licensee Territory infringing the Talon Patents, Talon
Trademarks or Talon Copyrights or the use without proper authorization of any Talon Know-How, in each case in connection with a
Third Party’s manufacture, use, sale, offering for sale, or importation of Product for use in the Field in the Licensee Territory,
including initiating or prosecuting an infringement or other appropriate action against. If Talon does not initiate any such measures
within one hundred twenty (120) days of receiving written notice from Licensee of such activities (or within a reasonable shorter
time period if a shorter period to take action is required by Applicable Laws to avoid the loss of legal rights), then Licensee
will have the second right, but not the obligation, to take any reasonable measures it deems appropriate to stop such activities,
provided, that, Licensee must coordinate and consult with Talon regarding such measures and will not take any measures,
without the written permission of Talon, which permission will not be unreasonably withheld. It shall be reasonable for Talon to
withhold such permission if Talon reasonably believes such measures will affect the protection that any Talon-Controlled Intellectual
Property affords Talon. Licensee will have no right to settle any infringement or misappropriation Action under this Section 6.5.2
in a manner that diminishes the rights or interests of Talon without the express written consent of Talon. In addition, Licensee
will not settle any such action in a manner that admits the invalidity or unenforceability of any Talon-Controlled Intellectual
Property without obtaining the prior written consent of Talon.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-24-







6.5.3           Right
to Enforce Licensee Inventions, Licensee Trademarks or Talon Product Marks. Licensee will have the first right, but not the
obligation, to take any reasonable measures it deems appropriate to stop activities in the Talon Territory infringing the Licensee
Inventions, Licensee Trademarks or Talon Product Marks or the use without proper authorization of any Licensee Know-How, in each
case in connection with a Third Party’s manufacture, use, sale, offering for sale, or importation of Product for use in the
Field in the Talon Territory, including initiating or prosecuting an infringement or other appropriate action against. If Licensee
does not initiate any such measures within one hundred twenty (120) days of receiving written notice from Talon of such activities
(or within a reasonable shorter time period if a shorter period to take action is required by Applicable Laws to avoid the loss
of legal rights), then Talon will have the second right, but not the obligation, to take any reasonable measures it deems appropriate
to stop such activities, provided, that, Talon must coordinate and consult with Licensee regarding such measures and will
not take any measures, without the written permission of Licensee, which permission will not be unreasonably withheld. It shall
be reasonable for Licensee to withhold such permission if Licensee reasonably believes such measures will affect the protection
that any Licensee -Controlled Intellectual Property affords Licensee. Talon will have no right to settle any infringement or misappropriation
Action under this Section 6.5.3 in a manner that diminishes the rights or interests of Licensee without the express written
consent of Licensee. In addition, Talon will not settle any such action in a manner that admits the invalidity or unenforceability
of any Licensee-Controlled Intellectual Property without obtaining the prior written consent of Licensee.



6.5.4           Right
to Enforce Joint Patents or Joint Inventions. Talon will have the first right, but not the obligation, to take any reasonable
measures it deems appropriate to stop activities in the Licensee Territory infringing the Joint Patents or Joint Inventions or
the use without proper authorization of any Joint Invention, in each case in connection with a Third Party’s manufacture,
use, sale, offering for sale, or importation of Product for use in the Field in the Territory, including initiating or prosecuting
an infringement or other appropriate action against. If Talon does not initiate any such measures within one hundred twenty (120)
days of becoming aware of such activities (or within a reasonable shorter time period if a shorter period to take action is required
by Applicable Laws to avoid the loss of legal rights), then Licensee will have the second right, but not the obligation, to take
any reasonable measures it deems appropriate to stop such activities in the Licensee Territory, provided, that, Licensee
must coordinate and consult with Talon regarding such measures and will not take any measures, without the written permission of
Talon, which permission will not be unreasonably withheld. Licensee will have no right to settle any infringement or misappropriation
Action under this Section 6.5.4 in a manner that diminishes the rights or interests of Talon without the express written consent
of Talon. In addition, Licensee will not settle any such action in a manner that admits the invalidity or unenforceability of any
Joint Patent or Joint Inventions without obtaining the prior written consent of Talon.



6.5.5           Cooperation.
The Party commencing, controlling or defending any enforcement action under this Section 6.5 (the “Enforcing Party”)
shall keep the other Party reasonably informed of the progress of such action, and such other Party shall have the right to participate
with counsel of its own choice at its own expense. In any event, the other Party shall reasonably cooperate with the Enforcing
Party, including providing information and materials, at the Enforcing Party’s request and expense.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-25-







6.5.6           Recoveries.
Any recovery received as a result of any enforcement action to enforce any Intellectual Property pursuant to this Section 6.5
shall be used first to reimburse the Enforcing Party for the costs and expenses (including court, attorneys’ and professional
fees) incurred in connection with such action, and the remainder of the recovery shall be shared as following: (i) if the
enforcement action is filed in the Enforcing Party’s territory, one hundred percent (100%) of such recovery shall be paid
to the Enforcing Party, and (ii) if the enforcement action is not filed in the Enforcing Party’s territory, *** percent
(***%) of such recovery shall be paid to the Enforcing Party and *** percent (***%) of such recovery shall be paid to the other
Party.



6.5.7           Patents
Claiming Talon Inventions. During the Term, Patents claiming Talon Inventions that are necessary or useful for the Development
and Commercialization of the Product shall be deemed Talon Patents and the enforcement thereof shall be subject to Sections 6.5.1-
6.5.6 above.



6.6         Patent
Marking. At Talon’s request, Licensee shall mark (or cause to be marked) the Product marketed and sold hereunder with
appropriate Talon Patent numbers or indicia in accordance with Applicable Laws.



Article 7
CONFIDENTIALITY



7.1         Confidentiality;
Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, the
Parties agree that the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose
other than as provided for in this Agreement any confidential or proprietary information or materials furnished to it by the other
Party pursuant to this Agreement (collectively, “Confidential Information”). Notwithstanding the foregoing,
Confidential Information shall not be deemed to include information or materials to the extent that it can be established by written
documentation by the receiving Party that such information or material:



7.1.1           was
already known to or possessed by the receiving Party without any obligation of confidentiality, at the time of its disclosure to
the receiving Party hereunder;



7.1.2           was
generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party hereunder;



7.1.3           became
generally available to the public or otherwise part of the public domain after its disclosure hereunder other than through any
act or omission of the receiving Party in breach of this Agreement;



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-26-











7.1.4           was
independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information
as demonstrated by documented evidence prepared by the receiving Party contemporaneously with such independent development; or



7.1.5           was
disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to
the disclosing Party not to disclose such information to others.



7.2          Authorized
Use and Disclosure. Each Party may use and disclose Confidential Information of the other Party as follows: (i) under
appropriate confidentiality provisions substantially equivalent to those in this Agreement in connection with the performance of
its obligations or exercise of rights granted to such Party in this Agreement; (ii) to the extent such disclosure is reasonably
necessary for the Prosecution and Maintenance of Patents (including applications therefor) in accordance with this Agreement, prosecuting
or defending litigation, complying with applicable governmental regulations, filing for, conducting preclinical or clinical trials,
obtaining and maintaining regulatory approvals (including Regulatory Approvals), or otherwise required by Applicable Laws or the
rules of a recognized stock exchange, provided, that if a Party is required by Applicable Laws or stock exchange to make
any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures
(for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement
and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential
treatment of such Confidential Information required to be disclosed; (iii) to its Affiliates and sublicensees, in each case
under appropriate confidentiality provisions substantially equivalent to those of this Agreement; (iv) in communication with
existing and potential investors, acquirers, consultants, advisors (including financial advisors, lawyers and accountants) and
others on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of
this Agreement; or (v) to the extent mutually agreed to by the Parties.



7.3           Prior
Agreements. This Agreement supersedes the Confidentiality Agreement between Talon and Licensee dated January 28, 2014 (the
“Prior CDA”) with respect to information disclosed thereunder. All information or materials disclosed or provided
by Talon to Licensee under the Prior CDA shall be deemed Confidential Information of Talon (subject to the exceptions set forth
herein) and shall be subject to Licensee’s confidentiality obligations under this Article 7. All information disclosed
by Licensee under the Prior CDA shall be deemed Confidential Information of Licensee (subject to the exceptions set forth herein)
and shall be subject to Talon’s confidentiality obligations under this Article 7.



7.4           Scientific
Publications. Licensee shall submit to Talon any proposed publication or public disclosure containing clinical or scientific
results relating to the Product for use in the Field at least sixty (60) days in advance to allow Talon to review such proposed
publication or disclosure. Talon shall notify Licensee in writing during such sixty (60)-day reviewing period if Talon wishes to
(a) remove its Confidential Information from such proposed publication or presentation, in which event Licensee shall remove
such Confidential Information from its proposed publication or presentation; or (b) request a reasonable delay in publication
or presentation in order to protect patentable information, in which event Licensee shall delay the publication or presentation
for a period of no more than one hundred twenty (120) days to enable patent applications to be filed in accordance with Section 6.3
protecting inventions disclosed in such publication or presentation. For clarity, if Talon fails to notify Licensee during the
sixty (60)-day reviewing period as provided under this Section 7.4, Licensee shall be free to proceed with the proposed publication
or presentation.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-27-







7.5          Publicity.



7.5.1           Confidential
Terms. Each of the Parties agrees not to disclose to any Third Party the terms and conditions of this Agreement without the
prior approval of the other Party, except to advisors (including consultants, financial advisors, attorneys and accountants), potential
and existing investors and acquirers on a need to know basis, in each case under circumstances that reasonably protect the confidentiality
thereof, or to the extent necessary to comply with the terms of agreements with Third Parties, or to the extent required by Applicable
Laws, including securities laws. Notwithstanding the foregoing, the Parties agree upon the initial press release(s) to announce
the execution of this Agreement, which is attached hereto as Exhibit 7.5.1; thereafter, Talon and Licensee may each disclose
to Third Parties the information contained in such press release(s) without the need for further approval by the other.



7.5.2           Publicity
Review. The Parties acknowledge the importance of supporting each other’s efforts to publicly disclose results and significant
developments regarding the Product for use in the Field in the Licensee Territory and other activities in connection with this
Agreement, beyond what may be strictly required by Applicable Laws and the rules of a recognized stock exchange, and each Party
may make such disclosures from time to time with the approval of the other Party, which approval shall not be unreasonably withheld,
conditioned or delayed. Such disclosures may include achievement of significant events in the Development (including regulatory
process) or Commercialization of the Product for use in the Field in the Licensee Territory. Unless otherwise requested by Talon,
Licensee shall indicate that Talon is the owner and licensor of the Product and Talon Technology in each public disclosure issued
by Licensee regarding the Product. When Talon elects to make any such public disclosure under this Section 7.5.2, it will
give Licensee reasonable notice to review and comment on such statement, it being understood that if Licensee does not notify Talon
in writing within a three (3) Business Day period or such shorter period if required by Applicable Laws of any reasonable objections,
as contemplated in this Section 7.5.2, such disclosure shall be deemed approved, and in any event Licensee shall work diligently
and reasonably to agree on the text of any proposed disclosure in an expeditious manner. The principles to be observed in such
disclosures shall be accuracy, compliance with Applicable Laws
and regulatory guidance documents, reasonable sensitivity to potential negative reactions of applicable Regulatory Authorities
and the need to keep investors and others informed regarding the requesting Party’s business, including as required by the
rules of a recognized stock exchange.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-28-







Article 8
REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION



8.1          Licensee
Representations and Warranties. Licensee represents and warrants to Talon that:



8.1.1           it
is duly organized and validly existing under the Applicable Laws of the jurisdiction of its incorporation, and has full corporate
power and authority to enter into this Agreement and to carry out the provisions hereof;



8.1.2           it
is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person executing this
Agreement on its behalf has been duly authorized to do so by all requisite corporate action;



8.1.3           this
Agreement is legally binding upon it and enforceable in accordance with its terms and the execution, delivery and performance of
this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party
or by which it may be bound, nor violate any material Applicable Laws;



8.1.4           Licensee,
its Affiliates and their employees and contractors have not and shall not, in connection with the performance of their respective
obligations under this Agreement directly or indirectly through Third Parties, pay, promise or offer to pay, or authorize the payment
of, any money or give any promise or offer to give, or authorize the giving of anything of value to a public official or entity
or other person for purpose of obtaining or retaining business for or with, or directing business to, any person, including Licensee
(it being understood that, without any limitation to the foregoing, Licensee, and to its knowledge, its and its Affiliates’
employees and contractors, has not directly or indirectly promised, offered or provided any corrupt payment, gratuity, emolument,
bribe, kickback, illicit gift or hospitality or other illegal or unethical benefit to a public official or entity or any other
person in connection with the performance of Licensee’s obligations under this Agreement, and shall not, directly or indirectly,
engage in any of the foregoing). Notwithstanding the foregoing, the intent of this warranty is to ensure compliance with the US
Foreign Corrupt Practices Act of 1977, as amended, UK Bribery Act, and any rules or regulations thereunder or any similar anti-corruption
or anti-bribery laws applicable to company or any of its affiliates or subsidiaries (in each case, as in effect at the time of
such action). Licensee will certify annually to conducting an effective compliance program and Talon will have rights to audit
the Company’s compliance program periodically; and



8.1.5           it
is not aware of any action, suit or inquiry or investigation instituted by any Person which questions or threatens the validity
of this Agreement.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-29-







8.2          Talon’s
Warranties. Talon represents and warrants to Licensee, as of the Effective Date, that:



8.2.1           it
is duly organized and validly existing under the Applicable Laws of the jurisdiction of its incorporation, and has full corporate
power and authority to enter into this Agreement and to carry out the provisions hereof;



8.2.2           it
is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person executing this
Agreement on its behalf has been duly authorized to do so by all requisite corporate action;



8.2.3           this
Agreement is legally binding upon it and enforceable in accordance with its terms and the execution, delivery and performance of
this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party
or by which it may be bound, nor violate any material Applicable Laws;



8.2.4           it
has the full right, power and authority under the Talon Technology, Talon Trademarks, and the Upstream Licenses to grant the licenses
to Licensee as purported to be granted pursuant to this Agreement;



8.2.5           as
of the Effective Date, it has provided complete and unredacted copies of the Upstream Licenses and any relevant ancillary agreements,
exhibits, schedules, or other documents including any and all amendments thereto) which set forth and are sufficient to fully describe
all the terms and conditions with which Licensee must comply in relation to the Upstream Licenses;



8.2.6           the
Upstream Licenses represent all the material agreements Talon or its Affiliates have entered into that may affect Licensee’s
exercise of the rights granted under this Agreement;



8.2.7           it
is not aware of any action, suit or inquiry or investigation instituted by any Person which questions or threatens the validity
of this Agreement;



8.2.8           as
of the Effective Date, Talon has not granted, and will not grant during the Term, rights to any Third Party under the Talon Technology
that conflict with the rights granted to Licensee hereunder;



8.2.9           as
of the Effective Date, Talon has not received any written notice of any threatened claims or litigation seeking to invalidate or
otherwise challenge the Talon Patents or Talon’s rights therein;



8.2.10         to
its actual knowledge, as of the Effective Date, none of the Talon Patents are subject to any pending re-examination, opposition,
interference or litigation proceedings; and



8.2.11         to
its actual knowledge, as of the Effective Date, the performance of Development and Commercialization activities in accordance with
this Agreement will not infringe any Intellectual Property rights of any Third Party in the Licensee Territory, including any issued
patent of any Third Party in the Licensee Territory or, if and when issued, any claim within any published patent application of
any Third Party in the Licensee Territory.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-30-







8.3          Disclaimer
of Warranties. EXCEPT AS SET FORTH IN THIS Article 8, TALON AND LICENSEE EXPRESSLY DISCLAIM ANY WARRANTIES OR CONDITIONS,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE LICENSED TECHNOLOGY),
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.



8.4          Talon’s
Representations, Warranties, and Covenants. Talon represents, warrants and covenants to Licensee and agrees that:



8.4.1           it
and its Affiliates are in compliance, and it shall comply, and shall cause its Affiliates to comply, in all material respects,
with all Upstream Licenses;



8.4.2           it
shall not, during the Term, amend any Upstream License in any manner that adversely affects the rights granted to Licensee hereunder
or Talon’s ability to materially perform its obligations hereunder; and



8.4.3           it
and its Affiliates shall not, during the Term, do or fail to do any acts, which cause to be terminated or result in the termination
of any Upstream Licenses or result in the loss of any rights under any Upstream Licenses, which would adversely affect the rights
granted to Licensee hereunder or Talon’s ability to materially perform its obligations hereunder.



8.5          Indemnification.



8.5.1           Indemnification
by Talon. Talon hereby agrees to defend, hold harmless and indemnify (collectively, “Indemnify”) Licensee
and its Affiliates, and its and their agents, directors, officers and employees (the “Licensee Indemnitees”)
from and against any liability or expense (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”)
resulting from suits, claims, actions and demands, in each case brought by a Third Party (each, a “Third-Party Claim”)
against any Licensee Indemnitee arising out of: (i) a breach of any of Talon’s representations and warranties under Section 8.2
or representations, warranties and covenants under Section 8.4; (ii) the Development, Commercialization or other exploitation
of the Product by Talon, its Affiliates, or sub-licensees in the Talon Territory; or (iii) the gross negligence or intentional
misconduct of any Talon Indemnities. Talon’s obligation to Indemnify the Licensee Indemnitees pursuant to this Section 8.5.1
shall not apply to the extent that any such Losses (A) arise from the gross negligence or intentional misconduct of any Licensee
Indemnitee; (B) arise from any breach by Licensee of this Agreement; or (C) are Losses for which Licensee is obligated
to Indemnify the Talon Indemnitees pursuant to Section 8.5.2.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-31-







8.5.2       Indemnification
by Licensee. Licensee hereby agrees to Indemnify Talon and its Affiliates, and its and their agents, directors, officers and
employees (the “Talon Indemnitees”) from and against any and all Losses resulting from Third-Party Claims arising
out of: (i) a breach of any of Licensee’s representations and warranties under Section 8.1; (ii) the Development,
Commercialization or other exploitation of the Product by the Licensee, its Affiliates, or sub-licensees in the Licensee Territories;
or (iii) the gross negligence or intentional misconduct of any Licensee Indemnities. Licensee’s obligation to Indemnify
the Talon Indemnitees pursuant to this Section 8.5.1 shall not apply to the extent that any such Losses (A) arise from
the gross negligence or intentional misconduct of any Talon Indemnitee; (B) arise from any breach by Talon of this Agreement;
or (C) are Losses for which Talon is obligated to Indemnify the Licensee Indemnitees pursuant to Section 8.5.1.



8.5.3       Additional
Indemnities.



(a)          In
addition to the indemnities set forth in Section 8.5.1, Talon hereby agrees to Indemnify the Licensee Indemnitees from and against
any and all Losses resulting from any breach by Talon of Section 3.1 (Grant to Licensee), Section 4.1.4 (Rights of Reference),
Section 4.2.3 (Development Assistance), or Section 8.4.3 (Talon’s Representations, Warranties, and Covenants), as single
event or in combination with one or more breaches, that: (i) has a material adverse effect on Licensee’s Development or Commercialization
of the Product in the Licensee Territory, and (ii) if curable, shall have continued uncured for ninety (90) days after written
notice thereof was provided to Talon by Licensee.



(b)          In
addition to the indemnities set forth in Section 8.5.2, Licensee hereby agrees to Indemnify the Talon Indemnitees from and against
any and all Losses resulting from any breach by Licensee of Section 3.1 (Grant to Licensee), Section 3.2.1 (Licensee Rights Limited
to the Field and the Licensee Territory), Section 3.3 (Upstream Licenses), or Sections 4.2.4 and 4.3.2 (Diligence), as single event
or in combination with one or more breaches, that: (i) has a material adverse effect on Talon’s rights under the Upstream
Licenses, and (ii) if curable, shall have continued uncured for ninety (90) days after written notice thereof was provided to Licensee
by Talon.



8.5.4       Procedure.
To be eligible to be Indemnified hereunder, the indemnified Party shall provide the indemnifying Party with prompt notice of the
Third-Party Claim giving rise to the indemnification obligation pursuant to this Section 8.5 and the exclusive ability to
defend (with the reasonable cooperation of the indemnified Party) or settle any such claim, provided, that the indemnifying
Party shall not enter into any settlement that admits fault, wrongdoing or damages without the indemnified Party’s written
consent, such consent not to be unreasonably withheld or delayed. The indemnified Party shall have the right to participate, at
its own expense and with counsel of its choice, in the defense of any claim or suit that has been assumed by the indemnifying Party,
provided, that the indemnifying Party shall have no obligations with respect to any Losses resulting from the indemnified
Party’s admission, settlement or other communication without the prior written consent of the indemnifying Party.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-32-







8.6           NO
CONSEQUENTIAL DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL EITHER PARTY BE LIABLE TO OTHER PARTY FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT THE DAMAGES RESULT FROM
A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR ARISE FROM EITHER PARTY’S
INDEMNIFICATION OBLIGATIONS UNDER THIS Article 8 OR EITHER PARTY’S MATERIAL BREACH UNDER SECTION 9.10.



8.7           MAXIMUM
LIABILITY. EXCEPT FOR A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY IN RESPECT OF ALL CLAIMS UNDER THIS AGREEMENT EXCEED THE ***.



Article 9
TERM AND TERMINATION AND MATERIAL BREACH



9.1           Term.
This Agreement shall become effective as of the Effective Date and, unless earlier terminated pursuant to the other provisions
of this Article 9, shall be perpetual (the “Term”).



9.2           Termination
for Breach. Each Party may terminate this Agreement in the event the other Party materially breaches this Agreement, and such
breach, if curable, shall have continued uncured for ninety (90) days after written notice thereof was provided to the breaching
Party by the terminating Party. Any such termination shall become effective at the end of such ninety (90) day period unless, if
applicable, the breaching Party has cured any such breach prior to the expiration of such ninety (90) day period.



9.3           Termination
for Patent Challenge. If Licensee or any of its Affiliates challenges under any court action or proceeding, or before any patent
office, the validity, patentability, enforceability, scope or non-infringement of any Talon Patent, or initiates a reexamination
of any Talon Patent, or assists any Third Party to conduct any of the foregoing activities (each, a “Challenge”), Talon
will have the right to immediately terminate this Agreement. In any event, Licensee shall notify Talon at least thirty (30) days
prior to initiating any such Challenge.



9.4           Termination
of Upstream Licenses. To the extent any Upstream License is terminated, the rights granted hereunder with respect to such Upstream
License shall also terminate.



9.5           Termination
for Insolvency. Each Party shall have the right to terminate this Agreement upon delivery of written notice to the other Party
in the event that (i) such other Party files in any court or agency pursuant to any statute or regulation of any jurisdiction a
petition in bankruptcy or insolvency or for reorganization or similar arrangement for the benefit of creditors or for the appointment
of a receiver or trustee of such other Party or its assets, (ii) such other Party is served with an involuntary petition against
it in any insolvency proceeding and such involuntary petition has not been stayed or dismissed within ninety (90) days of its filing,
or (iii) such other Party makes an assignment of substantially all of its assets for the benefit of its creditors.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-33-







9.6           Provision
for Insolvency. All rights and licenses granted under or pursuant to any Section of this Agreement are rights to “intellectual
property” (as defined in Section 101(35A) of Bankruptcy Code). Each Party hereby acknowledges that (i) copies of research
data, (ii) laboratory samples, (iii) product samples, (iv) formulas, (v) laboratory notes and notebooks, (vi) data and results
related to clinical trials, (vii) Regulatory Filings and Regulatory Approvals, (viii) rights of reference in respect of Regulatory
Filings and Regulatory Approvals, (ix) pre-clinical research data and results, and (x) marketing, advertising and promotional materials,
in each case, that relate to such intellectual property, constitute “embodiments” of such intellectual property pursuant
to Section 365(n) of the Bankruptcy Code. Each Party agrees not to interfere with the other Party’s exercise, pursuant
to Section 365(n) of the Bankruptcy Code, of rights and licenses to intellectual property licensed hereunder and embodiments
thereof and agrees to use Commercially Reasonable Efforts to assist such other Party to obtain such intellectual property and embodiments
thereof in the possession or control of Third Parties as reasonably necessary for such other Party to exercise, pursuant to Section
365(n) of the Bankruptcy Code, such rights and licenses. Each Party shall take any and all action requested by the other Party
to ensure that the foregoing provisions of this Section 9.6 may be fully effectuated under Applicable Laws, and, if requested
by the other Party, each Party shall procure that any past, existing or future creditor of the other Party irrevocably waives in
writing any and all rights that such creditor may have to the intellectual property licensed hereunder and embodiments thereof.



9.7           General
Effects of Termination.



9.7.1           Termination
of Rights. In the event of termination of this Agreement for any reason, all rights and licenses granted to Licensee herein shall
immediately terminate, except as set forth in Section 9.8.



9.7.2           Accrued
Obligations. Termination of this Agreement for any reason shall not release either Party of any obligation or liability which,
at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination.



9.7.3           Non-Exclusive
Remedy. Notwithstanding anything herein to the contrary, termination of this Agreement by a Party shall be without prejudice
to other remedies such Party may have at law or equity.



9.7.4           General
Survival. Article 1 (Definitions), Article 6 (Intellectual Property), Article 7 (Confidentiality), Article 10
(Dispute Resolution), Article 11 (Miscellaneous) and Sections 5.5 (Records; Audit)(for a period of three (3) years after
the effectiveness of the termination of this Agreement), 8.5 (Indemnification), 8.6 (No Consequential Damages), 8.7 (Maximum Liability),
9.7 (General Effects of Termination), 9.8 (Additional Effects of Termination), 9.9 (Termination Press Releases), and 9.10 (Material
Breach) shall survive termination of this Agreement for any reason. Except as otherwise provided in this Article 9, all rights
and obligations of the Parties under this Agreement shall terminate upon termination of this Agreement for any reason.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-34-







9.8           Additional
Effects of Certain Terminations. If this Agreement is terminated by Talon, then:



9.8.1           Ongoing
Trials. If there are any ongoing clinical trials with respect to the Product being conducted by or on behalf of Licensee (or
its Affiliate) at the time of notice of termination, Licensee agrees to (i) promptly transition to Talon or its designee some
or all of such clinical trials and the activities related to or supporting such trials, or (ii) terminate such clinical trials
in each case, as requested by Talon. The Parties recognize that early termination of this Agreement requires both discussion and
coordination between the Parties to ensure patient safety, continuity of treatment, if appropriate, and compliance with Applicable
Laws. Upon early termination of this Agreement, the Parties shall cooperate to provide for an orderly transition or cessation of
any clinical trials, as requested by Talon. Each Party further agrees to take no action or forego taking action if such action
or forbearance would in any manner jeopardize patient safety or cause the other Party to violate any Applicable Laws.



9.8.2           Commercialization.
To avoid a disruption in the supply of the Product, if this Agreement is terminated after the First Commercial Launch of the Product
for use in the Field in the Licensee Territory, Licensee and its Affiliates shall continue to distribute and sell such Product
for use in the Field in the Licensee Territory, in accordance with the terms and conditions of this Agreement, for a period reasonably
sufficient for them to sell off all amounts of Product in Licensee’s inventory not to exceed *** (***) months from the effective
date of such termination (the “Wind-Down Period”). Notwithstanding any other provision of this Agreement, during
this Wind-Down Period, Licensee’s and its Affiliates’ rights with respect to the Product (including the licenses granted
under Section 3.1) shall be non-exclusive and Talon shall have the right to engage one or more partners(s) or distributor(s)
of the Product in all or part of the Licensee Territory. During the Wind-Down Period, Licensee shall continue to make any and all
Upstream Payments to Talon for the Product sold or disposed by Licensee, its Affiliates, or its sublicensees. After the Wind-Down
Period, Licensee and its Affiliates shall not sell the Product or make any representation regarding their status as a licensee
of or distributor for Talon for the Product. Within thirty (30) days of expiration of the Wind-Down Period, Licensee shall notify
Talon of any quantity of the Product remaining in Licensee’s inventory and Talon shall have the option, upon notice to Licensee,
to purchase any such quantities of the Product, as applicable, from Licensee at a price equal to the amounts paid by Licensee for
such Product.



9.8.3           Regulatory
Filings. Licensee shall promptly assign and transfer to Talon all Regulatory Filings for the Product that are held or controlled
by or under authority of Licensee, and shall take such actions and execute such other instruments, assignments and documents as
may be necessary to effect the transfer of rights under the Regulatory Filings to Talon. Licensee shall cause each of its Affiliates
or sublicensees to transfer any such Regulatory Filings to Talon if this Agreement terminates. If Applicable Laws prevents or delays
the transfer of ownership of a Regulatory Filing to Talon, Licensee shall grant, and does hereby grant, to Talon an exclusive and
irrevocable right of access and reference to such Regulatory Filing for the Product, and shall cooperate fully to make the benefits
of such Regulatory Filings available to Talon and/or its designee(s). Within sixty (60) days after notice of such termination,
Licensee shall provide to Talon copies of all such Regulatory Filings, and of all preclinical and clinical data (including raw
data, original records, investigator reports, both preliminary and final, statistical analyses, expert opinions and reports, safety
and other electronic databases) and other Know-How pertaining to the Product, or the manufacture thereof. Talon shall be free to
use and disclose such Regulatory Filings and other items in connection with the exercise of its rights and licenses under this
Section 9.8.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-35-







9.8.4           License
to Talon. Licensee hereby grants Talon, effective upon the effective date of termination of this Agreement, a perpetual, irrevocable,
fully paid-up, royalty free, non-exclusive license, with the right to grant sublicenses at any tier, under Licensee Know-How (including,
without limitation, Licensee Inventions) and Licensee’s rights in the Joint Inventions, to research, Develop, make, have
made, use, sell, offer for sale, have sold, import and otherwise Commercialize the Product in the Licensee Territory.



9.8.5           Transition
Assistance. Licensee agrees to fully cooperate with Talon and its designee(s) to facilitate a smooth, orderly and prompt transition
of the Development and Commercialization of the Product to Talon and/or its designee(s) during this Wind-Down Period. Without limiting
the foregoing, Licensee shall promptly provide Talon (i) all commercial data generated by Licensee under this Agreement including
copies of customer lists, customer data and other customer information relating to the Product, and (ii) manufacturing information
(including protocols for the production, packaging, testing and other manufacturing activities) relating to the Product in Licensee’s
Control, which in each case Talon shall have the right to use and disclose for any purpose during this Wind-Down Period and thereafter.
Upon request by Talon, Licensee shall transfer to Talon some or all quantities of the Product in its or its Affiliates’ Control
(as requested by Talon), within thirty (30) days after the end of this Wind-Down Period, provided, that Talon shall reimburse
Licensee for the out-of-pocket costs that Licensee actually incurred to manufacture or otherwise acquire the quantities so provided
to Talon. If any Product was manufactured by any Third Party for Licensee, or Licensee had contracts with vendors which contracts
are necessary or useful for Talon to take over responsibility for the Product in the Licensee Territory, then Licensee shall to
the extent possible and requested in writing by Talon, assign all of the relevant Third-Party contracts to Talon, and in any case,
Licensee agrees to cooperate with Talon to ensure uninterrupted supply of the Product. If Licensee or its Affiliate manufactured
any Product at the time of termination, then Licensee (or its Affiliate) shall continue to provide for manufacturing of such Product
for Talon, at its fully-burdened manufacturing cost therefor, from the date of notice of such termination until such time as Talon
is able, using Commercially Reasonable Efforts to do so but no longer than the expiration of the Wind-Down Period, to secure an
acceptable alternative commercial manufacturing source from which sufficient quantities of the Product may be procured and legally
sold in the Licensee Territory.



9.8.6           Costs
and Expenses. Except as expressly provided herein, Licensee shall perform its obligations under this Section 9.8 at its
own costs without consideration from Talon. Talon shall be responsible for its own costs of performing its activities under this
Section 9.8.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-36-







9.9           Termination
Press Releases. In the event of termination of this Agreement for any reason, the Parties shall cooperate in good faith to
coordinate public disclosure of such termination and the reasons therefor, and shall not, except to the extent required by Applicable
Laws or the rules of a recognized stock exchange, disclose such information without the prior approval of the other Party, such
approval not to be unreasonably withheld, conditioned or delayed. When Talon elects to make a public disclosure under this Section 9.9,
Talon shall provide Licensee with a draft of any such public disclosure it intends to issue three (3) Business Days in advance
and with the opportunity to review and comment on such statement, it being understood that if Licensee does not notify Talon in
writing within such three (3) Business Day period (or such shorter period if required by Applicable Laws or the rules of a recognized
stock exchange) of any reasonable objections, such disclosure shall be deemed approved, and in any event the Parties shall work
diligently and reasonably to agree on the text of any such proposed disclosure in an expeditious manner. The principles to be observed
in such disclosures shall be accuracy, compliance with Applicable Laws and regulatory guidance documents, reasonable sensitivity
to potential negative reactions to such news and the need to keep investors and others informed regarding the Parties’ business
and other activities.



9.10         Material
Breach.



9.10.1         Talon
agrees that any breach by Talon of Section 3.1 (Grant to Licensee), Section 4.1.4 (Rights of Reference), Section 4.2.3 (Development
Assistance), or Section 8.4.3 (Talon’s Representations, Warranties, and Covenants) as single event or in combination with
one or more breaches, that has a material adverse effect on Licensee’s Development or Commercialization of the Product in
the Licensee Territory shall be deemed a material breach by Talon of this Agreement, and, if such breach, if curable, shall have
continued uncured for ninety (90) days after written notice thereof was provided to Talon by Licensee, then: (a)
subject to Section 8.7, Licensee shall be entitled to recovery of damages for such material breach without any limitation on the
amount or type of damages (including special, consequential (including loss of profits and loss of revenue), incidental, punitive
or indirect damages); and (b) Licensee, in addition to being entitled to exercise all rights provided herein (unless Licensee has
also terminated this Agreement under Section 9.2) or granted by law, including, without limitation, recovery of damages, will be
entitled to specific performance of its rights and Talon’s obligations under the above Sections 3.1 (Grant to Licensee),
Section 4.1.4 (Rights of Reference), Section 4.2.3 (Development Assistance), or Section 8.4.3 (Talon’s Representations, Warranties,
and Covenants) of the Agreement, without the necessity of posting any bond and without the necessity of establishing that monetary
relief would not provide an adequate remedy. Talon agrees that Licensee may seek, and AAA (or any court having competent jurisdiction
in relation to any injunctive or provisional relief necessary) may grant, specific performance in the event of such Talon’s
material breach, and that monetary damages would not be adequate compensation for any loss incurred by reason of a material breach
by Talon as recited in this Section of this Agreement, and hereby agrees to waive any defense in any action for specific performance,
including that a remedy at law would be adequate.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-37-







9.10.2         Licensee
agrees that any breach by Licensee of Section 3.1 (Grant to Licensee), Section 3.2.1 (Licensee Rights Limited to the Field and
the Licensee Territory), Section 3.3 (Upstream Licenses), or Sections 4.2.4 and 4.3.2 (Diligence) as single event or in combination
with one or more breaches, that has a material adverse effect on Talon’s rights under the Upstream Licenses shall be deemed
a material breach by Licensee of this Agreement, and, if such breach, if curable, shall have continued uncured for ninety (90)
days after written notice thereof was provided by Talon to Licensee, then: (a) subject to Section 8.7, Talon shall be entitled
to recovery of damages for such material breach without any limitation on the amount or type of damages (including special, consequential
(including loss of profits and loss of revenue), incidental, punitive or indirect damages); and (b) Talon, in addition to being
entitled to exercise all rights provided herein or granted by law, including, without limitation, recovery of damages, will be
entitled to specific performance of its rights and Licensee’s obligations under the above Sections 3.1 (Grant to Licensee),
Section 3.2.1 (Licensee Rights Limited to the Field and the Licensee Territory), Section 3.3 (Upstream Licenses), or Sections 4.2.4
and 4.3.2 (Diligence) of the Agreement, without the necessity of posting any bond and without the necessity of establishing that
monetary relief would not provide an adequate remedy. Licensee agrees that Talon may seek, and AAA (or any court having competent
jurisdiction in relation to any injunctive or provisional relief necessary) may grant, specific performance in the event of such
Licensee’s material breach, and that monetary damages would not be adequate compensation for any loss incurred by reason
of a material breach by Licensee as recited in this Section of this Agreement, and hereby agrees to waive any defense in any action
for specific performance, including that a remedy at law would be adequate.



Article 10
DISPUTE RESOLUTION



10.1         Disputes.
If the Parties are unable to resolve any dispute or other matter arising out of or in connection with this Agreement (“Dispute”),
either Party may, by written notice to the other, have such Dispute referred to the respective business heads of the Parties for
attempted resolution by good faith negotiations within fifteen (15) Business Days after such notice is received. In such event,
each Party shall cause its respective business head to meet (face-to-face or by teleconference) and be available to attempt to
resolve such Dispute. If the Parties should resolve such Dispute under this Section 10.1, a memorandum setting forth their
agreement will be prepared and signed by both Parties if requested by either Party. The Parties shall cooperate in an effort to
limit the issues for consideration in such manner as narrowly as reasonably practicable in order to resolve the Dispute. If the
Parties are unable to resolve such Dispute under this Section 10.1, then either Party may submit such Dispute to arbitration
pursuant to Section 10.2 below or initiate proceedings pursuant to Section 10.3 below,
as applicable. No Dispute shall be submitted to arbitration under Section 10.2 below and no proceedings shall be initiated
pursuant to Section 10.3 below, as applicable, until the following procedures in this Section 10.1 have been satisfied, unless
the Senior Executives have already attempted to resolve such Dispute pursuant to Section 2.3, in which case, either Party
may refer such Dispute to arbitration pursuant to Section 10.2 below or initiate proceedings pursuant to Section 10.3 below,
as applicable, provided, that any applicable statute of limitations with respect to such Dispute shall be tolled
while the Parties attempt to resolve such Dispute in accordance with Section 2.3 or this Section 10.1.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-38-







10.2         Arbitration.
Except with respect to Disputes related to Intellectual Property rights as provided under Section 10.3 below, if the Parties are
unable to resolve a Dispute under Section 10.1 above, either Party may,
upon written notice to the other Party, submit such Dispute for resolution by final, binding arbitration in the manner described
in this Section 10.2 below, as applicable.Any arbitration under this Section 10.2
below, as applicable, shall be conducted by the American Arbitration Association (“AAA”) in New York,
New York in accordance with the then-current Commercial Rules of Arbitration of AAA (“AAA Rules”), except as
modified by this Section 10.2 below, as applicable.The arbitration
shall be conducted by a single arbitrator. The costs of such arbitration shall be shared equally by the Parties, and each Party
shall bear its own expenses in connection with the arbitration. The Parties shall use good faith efforts to complete arbitration
under this Section 10.2 within ninety (90) days following the initiation of such arbitration. The arbitrator shall establish
reasonable additional procedures to facilitate and complete such arbitration within such ninety (90) day period. Nothing in this
Agreement shall limit the right of either Party to seek to obtain in any court of competent jurisdiction any equitable or interim
relief or provisional remedy, including injunctive relief.



10.3         Other
Disputes. If the Parties are unable to resolve a Dispute related to Intellectual Property rights under Section 10.1 above,
either Party may initiate legal proceedings with respect thereto. Each of the Parties irrevocably agrees that the federal or state
courts in New York, New York shall have the exclusive jurisdiction to hear and decide any suit, action, proceedings, and/or settle
any such Disputes, and for these purposes, each Party irrevocably submits to the jurisdiction of the courts of New York. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.



Article 11
MISCELLANEOUS



11.1         Affiliates;
Licensees. For clarity and without limitation, each Party shall have the right to exercise any of its rights and licenses or
perform or delegate all or any portion of any of its obligations under this Agreement through any of its Affiliates, provided,
that each Party shall remain responsible to the other Party under this Agreement for all activities of its Affiliates to the same
extent as if such activities had been undertaken by such Party itself. In addition, Talon shall have the right to exercise any
of its rights and licenses or perform or delegate all or any portion of any of its obligations under this Agreement through any
of its Third Party licensees, provided, that Talon shall require each such licensee to be bound by a written agreement containing terms
and conditions consistent with the terms and conditions of this Agreement.



11.2         Governing
Law. This Agreement and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without reference to conflicts of laws principles.



11.3         Assignment.
This Agreement shall not be assignable by either Party to any Third Party without the written consent of the other Party and any
such attempted assignment shall be void. Notwithstanding the foregoing, either Party may assign this Agreement, without the written
consent of the other Party, to an Affiliate of such Party or an entity that acquires all or substantially all of the business or
assets of such Party to which this Agreement pertains (whether by merger, reorganization, acquisition, sale, operation of law or
otherwise), and agrees in writing to be bound by the terms and conditions of this Agreement. No assignment or transfer of this
Agreement shall be valid and effective unless and until the assignee/transferee agrees in writing to be bound by the provisions
of this Agreement. The terms and conditions of this Agreement shall be binding on and inure to the benefit of the permitted successors
and assigns of the Parties. Except as expressly provided in this Section 11.3, any attempted assignment or transfer of this
Agreement shall be null and void.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-39-







11.4         Notices.
Any notice, request, delivery, approval or consent required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been sufficiently given if delivered in person, transmitted by facsimile (receipt verified) or by express
courier service (signature required) or five (5) days after it was sent by registered letter, return receipt requested (or its
equivalent), provided, that no postal strike or other disruption is then in effect or comes into effect within two (2) days
after such mailing, to the Party to which it is directed at its address or facsimile number shown below or such other address or
facsimile number as such Party will have last given by notice to the other Party.



| | If to Talon, addressed to:    |  | Talon Therapeutics, Inc.              
| | ----------------------------- |  | --------------------------------------
| |                               |  | 11500 South Eastern Ave. Suite 240    
| |                               |  | Henderson, NV 89052                   
| |                               |  | Attn:  Legal Department               
| |                               |  | Telephone number:    (702) 835-6300   
| |                               |  | Facsimile number:     (702) 260-7405  
| |                               |  |                                       
| | With a copy to:               |  | Stradling Yocca Carlson & Rauth       
| |                               |  | 660, Newport Center Dr, Suite 1600    
| |                               |  | Newport Beach, CA 92660               
| |                               |  | Attn:  Shivbir S. Grewal, Esq.        
| |                               |  | Telephone number:    (949) 725-4000   
| |                               |  | Facsimile number:     (949) 725-4100  
| |                               |  |                                       
| | If to Licensee, addressed to: |  | CASI Pharmaceuticals, Inc.            
| |                               |  | 9620 Medical Center Drive, Suite 300  
| |                               |  | Rockville, MD 20850                   
| |                               |  | Attn: General Counsel                 
| |                               |  |                                       
| |                               |  | Telephone number:    (240) 864-2781   
| |                               |  | Facsimile number:     (240) 864-2782  
| |                               |  |                                       
| | With a copy to:               |  | Ropes & Gray LLP                      
| |                               |  | 36F, Park Place 1601 Nanjing Road West
| |                               |  | Shanghai 200040, China                
| |                               |  | Attention: Geoffrey Lin and Arthur Mok
| |                               |  | Telephone:  +86 21 6157 5200          
| |                               |  | Facsimile: + 86 21 6157 5299          



11.5         Waiver.
Neither Party may waive or release any of its rights or interests in this Agreement except in writing. The failure of either Party
to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver
of that right or excuse a similar subsequent failure to perform any such term or condition. No waiver by either Party of any condition
or term in any one or more instances shall be construed as a continuing waiver of such condition or term or of another condition
or term.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-40-







11.6         Severability.
If any provision hereof should be held invalid, illegal or unenforceable in any jurisdiction, the Parties shall negotiate in good
faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the Parties and all
other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to
carry out the intentions of the Parties as nearly as may be possible. Such invalidity, illegality or unenforceability shall not
affect the validity, legality or enforceability of such provision in any other jurisdiction. If a Party seeks to avoid a provision
of this Agreement by asserting that such provision is invalid, illegal or otherwise unenforceable, the other Party shall have the
right to terminate this Agreement pursuant to Section 9.2 upon sixty (60) days prior written notice to the asserting Party,
unless such assertion is eliminated and cured within such sixty (60) day period.



11.7         Entire
Agreement/Modification. This Agreement, including its Exhibits, sets forth all the covenants, promises, agreements, warranties,
representations, conditions and understandings between the Parties and supersedes and terminates all prior agreements and understandings
between the Parties including the Prior CDA. No subsequent alteration, amendment, change or addition to this Agreement shall be
binding upon the Parties unless reduced to writing and signed by the respective authorized officers of the Parties.



11.8         Relationship
of the Parties. The Parties agree that the relationship of Talon and Licensee established by this Agreement is that of independent
contractors. Furthermore, the Parties agree that this Agreement does not, is not intended to, and shall not be construed to, establish
an employment, agency or any other relationship. Except as may be specifically provided herein, neither Party shall have any right,
power or authority, nor shall they represent themselves as having any authority to assume, create or incur any expense, liability
or obligation, express or implied, on behalf of the other Party, or otherwise act as an agent for the other Party for any purpose.



11.9         Force
Majeure. Except with respect to payment of money, neither Party shall be liable to the other for failure or delay in the performance
of any of its obligations under this Agreement for the time and to the extent such failure or delay is caused by earthquake, riot,
civil commotion, war, terrorist acts, strike, flood, change of law, political unrest, or governmental acts or restriction, or other
cause that is beyond the reasonable control of the respective Party. The Party affected by such force majeure will provide the
other Party with full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent
and duration of the interference with its activities), and will use Commercially Reasonable Efforts to overcome the difficulties
created thereby and to resume performance of its obligations as soon as practicable. If the performance of any such obligation
under this Agreement is delayed owing to such a force majeure for any continuous period of more than one hundred eighty (180) days,
the Parties will consult with respect to an equitable solution, including the possibility of the mutual termination of this Agreement.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-41-







11.10         Compliance
with Applicable Laws/Other.  Notwithstanding anything to the contrary contained herein, all rights and obligations of
Talon and Licensee are subject to prior compliance with, and each Party shall comply with, all Applicable Laws, including obtaining
all necessary approvals required by the applicable agencies of the governments of the relevant jurisdictions. In addition, each
Party shall conduct its activities under this Agreement in accordance with good scientific and business practices.



11.11         Interpretation.
The captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting
any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the
particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. Unless
context otherwise clearly requires, whenever used in this Agreement: (i) the words “include” or “including”
shall be construed as incorporating, also, “but not limited to” or “without limitation;” (ii) the
word “day” or “year” means a calendar day or year unless otherwise specified; (iii) the word “notice”
shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written
communications contemplated under this Agreement; (iv) the words “hereof,” “herein,” “hereby”
and derivative or similar words refer to this Agreement (including any Exhibits); (v) the word “or” shall be construed
as the inclusive meaning identified with the phrase “and/or;”(vi) provisions that require that a Party, the Parties
or a committee hereunder “agree,” “consent” or “approve” or the like shall require that such
agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise;
(vii) words of any gender include the other gender; (viii) words using the singular or plural number also include the
plural or singular number, respectively; (ix) references to any specific law, rule or regulation, or article, section or other
division thereof, shall be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof;
and (x) neither Party or its Affiliates shall be deemed to be acting “on behalf of” the other Party hereunder.



11.12         Counterparts.
This Agreement may be executed in two counterparts, each of which shall be deemed an original, and all of which together, shall
constitute one and the same instrument.



[The remainder of this page intentionally
left blank; the signature page follows.]



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.-42-







IN WITNESS WHEREOF,
the Parties have executed this Agreement in duplicate originals by their duly authorized representatives as of the Effective Date.





|TALON THERAPEUTICS, INC. |                       | CASI PHARMACEUTICALS, INC.
|------------------------ | --------------------- | --------------------------
|                         |                       |                           
|By:                      | /s/ Joseph W. Turgeon |                           
|Name:                    | Joseph W. Turgeon     |                           
|Title:                   | President             |                           







List
of Exhibits:



Exhibit 1.66:
Talon Patents

Exhibit 1.69:
Talon Trademarks

Exhibit 5.1:
Note

Exhibit 7.5.1:
Press Release(s)



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.







Exhibit 1.66



Talon Patents



|Title |  | Application No. |  | Country |  | PatentNo. |  | Publication No. |  | PCT Filing Date
|----- |  | --------------- |  | ------- |  | --------- |  | --------------- |  | ---------------
|***   |  | ***             |  | ***     |  | ***       |  | ***             |  | ***            
|***   |  | ***             |  | ***     |  | ***       |  | ***             |  | ***            
|***   |  | ***             |  | ***     |  | ***       |  | ***             |  | ***            
|***   |  | ***             |  | ***     |  | ***       |  | ***             |  | ***            
|***   |  | ***             |  | ***     |  | ***       |  | ***             |  | ***            



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.







Exhibit 1.69



Talon Trademarks



MarqiboTM.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.







Exhibit 5.1



Note



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.







Exhibit 7.5.1



Press Release(s)



See attached.



*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.







Spectrum Pharmaceuticals
Out-Licenses

Rights for Greater
China to CASI Pharmaceuticals for Three of Its Drugs



| | · | Spectrum receives a 19.99% stake (pre-transaction) in CASI, a NASDAQ-listed, oncology-focused Company
with expertise and focus on markets in China and a $1.5 million promissory note
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



HENDERSON, Nev. and
ROCKVILLE, Md. (September 18, 2014) – Spectrum Pharmaceuticals, Inc. (Nasdaq: SPPI), a biotechnology company with
fully integrated commercial and drug development operations with a primary focus in hematology and oncology, and CASI Pharmaceuticals,
Inc. (Nasdaq: CASI), a biopharmaceutical company dedicated to the acquisition, development and commercialization of innovative
therapeutics addressing cancer and other unmet medical needs for the global market with a primary focus on China, announce the
signing of license agreements whereby CASI has been granted exclusive rights to two of Spectrum Pharmaceuticals’ commercial
oncology drugs, Zevalin® (ibritumomab tiuxetan) Injection for intravenous use and Marqibo® (vinCRIStine sulfate LIPOSOME
injection) for intravenous infusion, and a Phase 3 drug candidate, Captisol-EnabledTM Melphalan (CE melphalan),
for development and commercialization in China, including Taiwan, Hong Kong and Macau.



ZEVALIN is used in the
treatment of non-Hodgkin’s lymphoma (NHL) and MARQIBO is used in the treatment of acute lymphoblastic leukemia (ALL). CE
melphalan has met the endpoints in a pivotal trial for use as a conditioning treatment prior to autologous stem cell transplant
for patients with multiple myeloma. Spectrum plans to file a New Drug Application with the U.S. Food and Drug Administration (FDA)
for CE melphalan in the second half of 2014.



CASI will be responsible
for the development and commercialization of the three drugs, including the submission of import drug registration applications
to regulatory authorities and conducting any confirmatory clinical studies in greater China, if and as required.



“We are delighted
to see our anticancer drugs to be developed and marketed in greater China through CASI, a NASDAQ-listed Company focused on China,”
said Rajesh C. Shrotriya, MD, Chairman and Chief Executive Officer of Spectrum Pharmaceuticals. “The management of CASI has
a track record of successfully developing anticancer drugs in China. We are pleased to be a shareholder of CASI at this early stage
of their development and look forward to CASI creating value for our shareholders as they grow. China’s pharmaceutical market
is growing at a rapid pace and is already approaching second place to only the United States in the world. The greater China drug
market for anticancer drugs is projected to become the world’s largest in the next decade and CASI has the opportunity to
take a leading position to address these significant unmet medical needs. We are impressed with the management team at CASI and
their expertise in China, and look forward to sharing in the success of our drugs in this important market.”



Spectrum Pharmaceuticals,
Inc., 11500 S. Eastern Ave., Ste. 240  •  Henderson, Nevada 89052   •   Tel:
702-835-6300

•   Fax:
702-260-7405   •   www.sppirx.com   •   NASDAQ: SPPI



CASI Pharmaceuticals,
Inc., 9620 Medical Center Drive, Ste. 300 • Rockville, Maryland 20852   •   Tel: 240-864-2643

•   Fax:
301-325-2437   •   www.casipharmaceuticals.com   •   NASDAQ:
CASI











Commenting on the transaction,
Ken K. Ren, Ph.D., CASI’s Chief Executive Officer, said, “We are very excited to have entered into this transaction
with Spectrum, a Company with a successful track record of developing and commercializing drugs expeditiously in the U.S. The addition
of these three drugs transforms our pipeline and significantly expands our market share potential in China. Our transaction is
structured rather uniquely in that the shares and note represent the purchase price to Spectrum and is in lieu of royalties and
milestones normally associated with traditional licenses, thereby aligning Spectrum’s interest with our shareholders. We
look forward to a productive relationship with Spectrum.”



Dr. Ren added, “These
drug products come with strong intellectual property protection and significant technology barriers. We are currently preparing
the import drug registration applications in greater China, initially for ZEVALIN and MARQIBO, and since both drugs are approved
for sale in the U.S., we anticipate that confirmatory clinical trials will be required for marketing approval in our territory.
The submission of the import drug registration for CE melphalan will follow immediately after its approval by the U.S. FDA. The
annual incidence in China for NHL, ALL and multiple myeloma is increasing each year with high mortality rates, it is our goal to
have these innovative products available to patients in greater China as soon as possible to address these unmet medical needs,
and as Spectrum expands these drugs into additional indications in the U.S., we too will apply for expanded labels in our territory.”



In addition to its initial
stake in CASI, Spectrum Pharmaceuticals will have certain rights to maintain its post-transaction ownership position. Spectrum
Pharmaceuticals also will have the opportunity to designate a member to CASI’s board of directors. Detailed information on the
transaction can be found in CASI’s Report on Form 8-K, which will be filed with the Securities and Exchange Commission.



H.C. Wainwright &
Co., LLC acted as Spectrum's advisor.



About Spectrum Pharmaceuticals,
Inc.



Spectrum Pharmaceuticals
is a leading biotechnology company focused on acquiring, developing, and commercializing drug products, with a primary focus in
oncology and hematology. Spectrum and its affiliates market five oncology drugs: FUSILEV® (levoleucovorin) for Injection; FOLOTYN®
(pralatrexate injection); ZEVALIN® (ibritumomab tiuxetan) Injection for intravenous use; MARQIBO® (vinCRIStine sulfate
LIPOSOME injection) for intravenous infusion; and BELEODAQTM (belinostat) for Injection. Spectrum's strong track record in
in-licensing and acquiring differentiated drugs, and expertise in clinical development have generated a robust, diversified and
growing pipeline of product candidates in advanced-stage Phase 2 and Phase 3 studies. More information on Spectrum is available
at www.sppirx.com.











About CASI Pharmaceuticals,
Inc.



CASI is a biopharmaceutical
company dedicated to the acquisition, development and commercialization of innovative therapeutics addressing cancer and other
unmet medical needs for the global market with a primary focus on China.. CASI’s product pipeline includes exclusive regional
rights to ZEVALIN (ibritumomab tiuxetan), MARQIBO (vinCRIStine sulfate LIPOSOME injection) and Captisol-Enabled (propylene glycol-free)
melphalan (CE melphalan) in greater China (including Taiwan, Hong Kong and Macau). CASI’s development pipeline also includes
its proprietary drug candidate ENMD-2076, a selective angiogenic kinase inhibitor currently in multiple Phase 2 oncology studies,
and 2ME2 (2-methoxyestradial) currently under reformulation development. CASI is headquartered in Rockville, Maryland and has a
wholly owned subsidiary and R&D operations in Beijing, China. More information on CASI is available at www.casipharmaceuticals.comand
in the Company’s filings with the U.S. Securities and Exchange Commission.



About
ZEVALIN and the ZEVALIN Therapeutic Regimen



ZEVALIN
(ibritumomab tiuxetan) injection for intravenous use, is indicated for the treatment of patients with relapsed or refractory, low-grade
or follicular B-cell non-Hodgkin's lymphoma (NHL). ZEVALIN is also indicated for the treatment of patients with previously untreated
follicular non-Hodgkin's Lymphoma who achieve a partial or complete response to first-line chemotherapy.



ZEVALIN
is a CD20-directed radiotherapeutic antibody. The ZEVALIN therapeutic regimen consists of two components: rituximab, and Yttrium-90
(Y-90) radiolabeled ZEVALIN for therapy. ZEVALIN builds on the combined effect of a targeted biologic monoclonal antibody augmented
with the therapeutic effects of a beta-emitting radioisotope.



Important
ZEVALIN Safety Information



Deaths
have occurred within 24 hours of rituximab infusion, an essential component of the ZEVALIN therapeutic regimen. These fatalities
were associated with hypoxia, pulmonary infiltrates, acute respiratory distress syndrome, myocardial infarction, ventricular fibrillation,
or cardiogenic shock. Most (80%) fatalities occurred with the first rituximab infusion. ZEVALIN administration can result in severe
and prolonged cytopenias in most patients. Severe cutaneous and mucocutaneous reactions, some fatal, can occur with the ZEVALIN
therapeutic regimen.



Please
see full Prescribing Information, including BOXED WARNINGS, for ZEVALIN and rituximab. Full prescribing information for ZEVALIN
can be found at www.ZEVALIN.com.



About
MARQIBO



MARQIBO
is a novel, sphingomyelin/cholesterol liposome-encapsulated, formulation of vincristine sulfate. Vincristine, a microtubule inhibitor,
is FDA-approved for the treatment of adult patients with Philadelphia chromosome-negative (Ph-) acute lymphoblastic leukemia (ALL)
in second or greater relapse or whose disease has progressed following two or more anti-leukemia therapies. (The encapsulation
technology, utilized in this formulation, has been shown to provide prolonged circulation of vincristine in the blood).











Please
see important safety information below and the full prescribing information for MARQIBO at www.marqibo.com.



Indication
and usage



MARQIBO
is a liposomal vinca alkaloid indicated for the treatment of adult patients with Philadelphia chromosome-negative (Ph-) acute lymphoblastic
leukemia (ALL) in second or greater relapse or whose disease has progressed following two or more anti-leukemia therapies. This
indication is based on overall response rate. Clinical benefit such as improvement in overall survival has not been verified.



Important
safety information



CONTRAINDICATIONS



| | · | MARQIBO is contraindicated in patients with demyelinating conditions including Charcot-Marie-Tooth
syndrome
| | - | -----------------------------------------------------------------------------------------------------------



| | · | MARQIBO is contraindicated in patients with hypersensitivity to vincristine sulfate or any of the
other components of MARQIBO (vinCRIStine sulfate LIPOSOME injection
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | MARQIBO is contraindicated for intrathecal administration
| | - | ---------------------------------------------------------



About Captisol-Enabled
Melphalan



Captisol-enabled, PG-free
melphalan is a novel intravenous formulation of melphalan being investigated for the multiple myeloma transplant setting, for which
it has been granted an Orphan Drug Designation by the FDA. This formulation eliminates the use of propylene glycol, which has been
reported to cause renal and cardiac side effects that limit the ability to deliver higher doses of therapeutic compounds. The use
of the Captisol technology to reformulate melphalan also improves its stability and is anticipated to allow for slower infusion
rates and longer administration durations, potentially enabling clinicians to safely achieve a higher dose intensity for pre-transplant
chemotherapy.



About Captisol



Captisol is
a patent-protected, chemically modified cyclodextrin with a structure designed to optimize the solubility and stability of drugs.
Captisol was invented and initially developed by scientists in the laboratories of Dr. Valentino Stella at the University of Kansas’
Higuchi Biosciences Center for specific use in drug development and formulation. This unique technology has enabled seven FDA-approved
products, including Onyx Pharmaceuticals’ Kyprolis®, Baxter International’s Nexterone® and
Merck’s NOXAFIL IV. There are also more than 30 Captisol-enabled products currently in clinical development.











Forward-Looking Statements
– Spectrum Pharmaceuticals, Inc.



This press release
may contain forward-looking statements regarding future events and the future performance of Spectrum Pharmaceuticals that involve
risks and uncertainties that could cause actual results to differ materially. These statements are based on management's current
beliefs and expectations. These statements include, but are not limited to, statements that relate to our business and its future,
including sales of Spectrum’s drug products, certain company milestones, Spectrum's ability to identify, acquire, develop
and commercialize a broad and diverse pipeline of late-stage clinical and commercial products, leveraging the expertise of partners
and employees around the world to assist us in the execution of our strategy, and any statements that relate to the intent, belief,
plans or expectations of Spectrum or its management, or that are not a statement of historical fact. Risks that could cause actual
results to differ include the possibility that our existing and new drug candidates may not prove safe or effective, the possibility
that our existing and new applications to the FDA and other regulatory agencies may not receive approval in a timely manner or
at all, the possibility that our existing and new drug candidates, if approved, may not be more effective, safer or more cost efficient
than competing drugs, the possibility that our efforts to acquire or in-license and develop additional drug candidates may fail,
our lack of sustained revenue history, our limited marketing experience, our customer concentration, the possibility for fluctuations
in customer orders, evolving market dynamics, our dependence on third parties for clinical trials, manufacturing, distribution,
information and quality control and other risks that are described in further detail in the Company's reports filed with the Securities
and Exchange Commission. We do not plan to update any such forward-looking statements and expressly disclaim any duty to update
the information contained in this press release except as required by law.



SPECTRUM PHARMACEUTICALS,
INC.®, FUSILEV®, FOLOTYN®, ZEVALIN®,
and MARQIBO®are registered trademarks of Spectrum Pharmaceuticals, Inc. and its affiliates.
BELEODAQTM,REDEFINING CANCER CARETM and the Spectrum Pharmaceuticals logos are
trademarks owned by Spectrum Pharmaceuticals, Inc. Any other trademarks are the property of their respective owners.



© 2014 Spectrum
Pharmaceuticals, Inc. All Rights Reserved.



Forward-Looking Statements
– CASI Pharmaceuticals, Inc.



This news release
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to the outlook
for expectations for future financial or business performance, strategies, expectations and goals. Forward-looking statements are
subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the
date they are made, and no duty to update forward-looking statements is assumed.











Actual results could
differ materially from those currently anticipated due to a number of factors, including: the risk that we may be unable to continue
as a going concern as a result of our inability to raise sufficient capital for our operational needs; the possibility that we
may be delisted from trading on the Nasdaq Capital Market; the volatility in the market price of our common stock; the difficulty
of executing our business strategy in China; our inability to enter into strategic partnerships for the development, commercialization,
manufacturing and distribution of our proposed product candidate or future candidates; risks relating to the need for additional
capital and the uncertainty of securing additional funding on favorable terms; risks associated with our product candidates; risks
associated with any early-stage products under development; the risk that results in preclinical models are not necessarily indicative
of clinical results; uncertainties relating to preclinical and clinical trials, including delays to the commencement of such trials;
the lack of success in the clinical development of any of our products; dependence on third parties; and risks relating to the
commercialization, if any, of our proposed products (such as marketing, safety, regulatory, patent, product liability, supply,
competition and other risks). Such factors, among others, could have a material adverse effect upon our business, results of operations
and financial condition. We caution readers not to place undue reliance on any forward-looking statements, which only speak as
of the date made. Additional information about the factors and risks that could affect our business, financial condition
and results of operations, are contained in our filings with the U.S. Securities and Exchange Commission, which are available atwww.sec.gov.



|SPECTRUM INVESTOR CONTACT:                    | CASI INVESTOR CONTACTS:   
|--------------------------------------------- | --------------------------
|                                              |                           
|Spectrum Pharmaceuticals, Inc.                | CASI Pharmaceuticals, Inc.
|Shiv Kapoor                                   | 240.864.2643              
|Vice President, Strategic Planning & Investor | ir@casipharmaceuticals.com
|Relations                                     |                           
|702-835-6300                                  | LHA                       
|InvestorRelations@sppirx.com                  | Kim Sutton Golodetz       
|                                              | 212.838.3777              
|                                              | kgolodetz@lhai.com        



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