Exhibit 10.9


 


CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


	S14-157: Execution Copy 
	Exclusive
(Equity) Agreement
	 





EXCLUSIVE
(EQUITY) AGREEMENT


 


This
Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher
education having powers under the laws of the State of California, and Akoya Biosciences, Inc. (“AKOYA”), a Delaware
corporation having a principal place of business at 360 Post Street, Suite 601, San Francisco, California, is effective on
the 17th day of November, 2015 (“Effective Date”).


 


		1.	BACKGROUND



 


Stanford
has an assignment of an invention entitled “Slide-based antibody detection with oligos,” which was invented in the
laboratory of Dr. Garry Nolan, and is described in Stanford Docket S14-157. The invention was made in the course of research supported
by the National Institutes of Health. Stanford wants to have the invention perfected and marketed as soon as possible so that
resulting products may be available for public use and benefit.


 


		2.	DEFINITIONS



 


		2.1	“Affiliate”
                                         means any person, corporation, or other business entity which controls, is controlled
                                         by, or is under common control with another entity; and for this purpose, “control”
                                         of a corporation means the direct or indirect ownership of fifty or more percent (50%)
                                         of its voting stock, and “control” of any other business entity means the
                                         direct or indirect ownership of a fifty percent (50%) or more interest in the income
                                         of such entity.



 


		2.2	“Change
                                         of Control” means the following, as applied only to the entirety of that part
                                         of AKOYA’s business that exercises all of the rights granted under this Agreement
                                         (regardless of whether such a sale or change of control occurs through an asset sale,
                                         stock sale, merger or other combination, or any other transfer):



 


		(A)	acquisition
                                         of ownership-directly or indirectly, beneficially or of record-by any person or group
                                         (within the meaning of the Exchange Act and the rules of the SEC or equivalent body under
                                         a different jurisdiction) of the capital stock of AKOYA representing more than 50% of
                                         either the aggregate ordinary voting power or the aggregate equity value represented
                                         by the issued and outstanding capital stock of AKOYA other than financing for capital
                                         raising purposes; and/or



 


		(B)	the
                                         sale of all or substantially all AKOYA’s assets and/or business in one transaction
                                         or in a series of related transactions.



 


		2.3	“Exclusive”
                                         means that, subject to Article 3 and Article 5, Stanford will not grant further
                                         licenses under the Licensed Patents in the Licensed Field of Use in the Licensed Territory.






    
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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


	S14-157: Execution Copy 
	Exclusive
(Equity) Agreement
	 




		2.4	“Fully
                                         Diluted Basis” means the total number of shares of AKOYA’s issued and
                                         outstanding common stock, assuming:



 


		(A)	the
                                         conversion of all issued and outstanding securities convertible into common stock;



 


		(B)	the
                                         exercise of all issued and outstanding warrants or options, regardless of whether then
                                         exercisable; and



 


		(C)	the
                                         issuance, grant, and exercise of all securities reserved for issuance pursuant to any
                                         AKOYA stock or stock option plan then in effect.



 


		2.5	“Licensed
                                         Field of Use” means all fields.



 


		2.6	“Licensed
                                         Patent” means Stanford’s: U.S. Provisional Application Serial Number
                                         [***]; U.S. Patent Application Serial Number [***], PCT Application Serial Number [***],
                                         any U.S. and foreign patent applications corresponding thereto, and any conversions,
                                         divisionals, continuations, substitutions, or reexamination applications, each patent
                                         that issues or reissues from any of these patent applications, any extensions or renewals
                                         of any such patents, and any applications claiming priority thereto. Any claim of an
                                         unexpired Licensed Patent is presumed to be valid unless it has been held to be invalid
                                         by a final judgment of a court of competent jurisdiction from which no appeal can be
                                         or is taken. Neither Party will file CIP applications without other Party’s prior
                                         written consent.



 


		2.7	“Licensed
                                         Product” means a service, a product or part of a product in the Licensed Field
                                         of Use the making, using, importing or selling of which, absent this license, infringes,
                                         induces infringement, or contributes to infringement one or more Valid Claim(s) of a
                                         Licensed Patent.



 


		2.8	“Licensed
                                         Territory” means worldwide.



 


		2.9	“Net
                                         Sales” means all gross revenue received by AKOYA, its Affiliates, or sublicensees,
                                         their distributors or designees, from the sale, transfer or other disposition of Licensed
                                         Product to an end user. Net Sales excludes the following items (but only as they pertain
                                         to the making, using, importing or selling of Licensed Products, are included in gross
                                         revenue, and are separately billed or accounted for):



 


		(A)	customary
                                         trade, quantity, or cash discounts and customary rebates and chargebacks;



 


		(B)	import,
                                         export, excise, value-added sales and other direct taxes, and custom duties, and other
                                         similar government charges;






    
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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


	S14-157: Execution Copy 
	Exclusive
(Equity) Agreement
	 




		(C)	costs
                                         of insurance, packing, and transportation from the place of manufacture to the customer’s
                                         premises or point of installation;



 


		(D)	costs
                                         of installation at the place of use; and



 


		(E)	credit
                                         for returns, allowances, or trades.



 


		2.10	“Nonroyalty
                                         Sublicensing Consideration” means any consideration received by AKOYA from
                                         a sublicensee hereunder but excluding any consideration for:



 


		(A)	royalties
                                         on products sales (royalties on product sales by sublicensees will be treated as if AKOYA
                                         made the sale of such product). For clarity, no double payment will be made on such product
                                         sales;



 


		(B)	investments
                                         and debt securities of AKOYA;



 


		(C)	research
                                         and development expenses calculated on a fully burdened basis;



 


		(D)	debt;



 


		(E)	reimbursement
                                         of out-of-pocket patent prosecution and maintenance expenses for Patent Matters; and



 


		(F)	the
                                         sale of substantially all of the business or assets of AKOYA (or its assignee) to which
                                         this agreement relates, whether by merger, sale of stock or assets or otherwise.



 


		2.11	“Patent
                                         Matters” means preparing, filing, and prosecuting, to the extent possible,
                                         broad and extensive patent claims (in light of any prior art and including any interference
                                         or reexamination actions) for Stanford’s benefit in the Licensed Territory and
                                         for maintaining all Licensed Patents.



 


		2.12	“Stanford
                                         Indemnitees” means Stanford and Stanford Hospitals and Clinics, and their respective
                                         trustees, officers, employees, students, agents, faculty, representatives, and volunteers.



 


		2.13	“Sublicense”
                                         means any agreement between AKOYA and a non-Affiliate third party that contains a grant
                                         to Stanford’s Licensed Patents regardless of the name given to the agreement by
                                         the parties; however, an agreement to make, have made, use or sell Licensed Products
                                         on behalf of AKOYA is not considered a Sublicense.



 


		2.14	“Valid
                                         Claim” shall mean (i) a claim of a pending patent application that has
                                         not been abandoned or finally rejected without the possibility of appeal or re-filing,
                                         provided that if such pending claim does not issue as a valid and enforceable claim within
                                         seven (7) years from its earliest priority date, such pending claim will cease to be
                                         a Valid Claim unless and until actually issued or (ii) a claim of an issued, unexpired
                                         patent within the Licensed Patents which has not been dedicated to the public, disclaimed,
                                         abandoned or held invalid or unenforceable by a court or other government agency of competent
                                         jurisdiction in a decision from which no appeal can be taken or is otherwise not taken.
                                         For purposes of clarity, both (i) and (ii) are Valid Claims for purposes of this Agreement.






    
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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


	S14-157: Execution Copy 
	Exclusive
(Equity) Agreement
	 




		3.	GRANT



 


		3.1	Grant.
                                         Subject to the terms and conditions of this Agreement, Stanford grants AKOYA a license
                                         under the Licensed Patent in the Licensed Field of Use to make, have made, use, import,
                                         offer to sell, sell, and have sold Licensed Product in the Licensed Territory. AKOYA
                                         may exercise its rights under this Agreement through one or more of its Affiliates, provided
                                         that AKOYA shall be fully responsible for such Affiliate(s)’ compliance with this
                                         Agreement.



 


		3.2	Exclusivity.
                                         The license is Exclusive, including the right to grant any Sublicense under Article 4,
                                         in the Licensed Field of Use beginning on the Effective Date, and ending on the date
                                         of expiration last to expire of Licensed Patents.



 


		3.3	Retained
                                         Rights. Stanford retains the right, on behalf of itself, Stanford Hospital and Clinics,
                                         and all other non-profit research institutions, to practice the Licensed Patent for any
                                         non-profit purpose, including sponsored research and collaborations. AKOYA agrees that,
                                         notwithstanding any other provision of this Agreement, it has no right to enforce the
                                         Licensed Patent against any such institution. Stanford and any such other institution
                                         have the right to publish any information included in a Licensed Patent.



 


		3.4	Specific
                                         Exclusion. Stanford does not:



 


		(A)	grant
                                         to AKOYA any other licenses, implied or otherwise, to any patents or other rights of
                                         Stanford other than those rights granted under Licensed Patent, regardless of whether
                                         the patents or other rights are dominant or subordinate to any Licensed Patent, or are
                                         required to exploit any Licensed Patent;



 


		(B)	commit
                                         to AKOYA to bring suit against third parties for infringement, except as described in
                                         Article 14; and



 


		(C)	agree
                                         to furnish to AKOYA any technology or technological information or to provide AKOYA with
                                         any assistance except as set forth in Article 14.






    
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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


	S14-157: Execution Copy 
	Exclusive
(Equity) Agreement
	 




		4.	SUBLICENSING



 


		4.1	Permitted
                                         Sublicensing. AKOYA may grant Sublicenses in the Licensed Field of Use only during
                                         the Exclusive term and only if AKOYA is developing or selling Licensed Products. Sublicenses
                                         with any exclusivity must include diligence requirements commensurate with the diligence
                                         requirements of Appendix A.  Stanford agrees that AKOYA may apportion without discrimination
                                         between AKOYA and Stanford patents a commercially reasonable percentage of sublicensing
                                         payments made to Stanford pursuant to Section 4.6, provided however that AKOYA provides
                                         Stanford with the proposed apportionment and justification prior to AKOYA’s payment
                                         pursuant to Section 8.1. Stanford and AKOYA agree to meet to discuss such proposed
                                         apportionment if in Stanford’s opinion the apportionment does not reasonably reflect
                                         the value of the Licensed Patents.



 


		4.2	Required
                                         Sublicensing. If AKOYA is unable or unwilling to serve or develop a potential market
                                         or market territory and there is a reputable company willing to be a sublicensee and
                                         the Licensed Product that they are planning to develop would not be competitive with
                                         the current or foreseeable Licensed Products by AKOYA, as reasonably demonstrated by
                                         AKOYA in a written document to Stanford then AKOYA will, at Stanford’s request,
                                         negotiate in good faith a Sublicense with any such potential sublicensee. Stanford would
                                         like licensees to address unmet needs, such as those of neglected patient populations
                                         or geographic areas, giving particular attention to improved therapeutics, diagnostics
                                         and agricultural technologies for the developing world.



 


		4.3	Sublicense
                                         Requirements. Any Sublicense:



 


		(A)	is
                                         subject to this Agreement;



 


		(B)	will
                                         reflect that any sublicensee will not further sublicense;



 


		(C)	will
                                         prohibit sublicensee from paying royalties to an escrow or other similar account;



 


		(D)	will
                                         expressly include the provisions of Articles 8, 9, and 10 for the benefit of Stanford;
                                         and



 


		(E)	will
                                         include the provisions of Section 4.4 and require the transfer of all the sublicensee’s
                                         obligations to AKOYA, including the payment of royalties specified in the Sublicense,
                                         to Stanford or its designee, if this Agreement is terminated provided that such sublicensee’s
                                         payment obligation to Stanford shall be limited to the amount that Stanford would have
                                         otherwise been entitled to receive as a result of such sublicensee’s activities
                                         if this Agreement had remained in effect. If the sublicensee is a spin-out from AKOYA,
                                         AKOYA must guarantee the sublicensee’s performance with respect to the payment
                                         of Stanford’s share of Sublicense royalties.






    
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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


	S14-157: Execution Copy 
	Exclusive
(Equity) Agreement
	 




		4.4	Litigation
                                         by Sublicensee. Any Sublicense must include the following clauses:



 


		(A)	In
                                         the event sublicensee brings an action seeking to invalidate any Licensed Patent:



 


		(1)	sublicensee
                                         will double the payment paid to AKOYA during the pendency of such action. Moreover, should
                                         the outcome of such action determine that any claim of a patent challenged by the sublicensee
                                         is both valid and infringed by a Licensed Product, sublicensee will pay triple times
                                         the payment paid under the original Sublicense;



 


		(2)	sublicensee
                                         will have no right to recoup any royalties paid before or during the period challenge;



 


		(3)	any
                                         dispute regarding the validity of any Licensed Patent shall be litigated in the courts
                                         located in Santa Clara County, and the parties agree not to challenge personal jurisdiction
                                         in that forum; and



 


		(4)	sublicensee
                                         shall not pay royalties into any escrow or other similar account.



 


		(B)	Sublicensee
                                         will provide written notice to Stanford at least three months prior to bringing an action
                                         seeking to invalidate a Licensed Patent. Sublicensee will include with such written notice
                                         an identification of all prior art it believes invalidates any claim of the Licensed
                                         Patent.



 


		4.5	Copy
                                         of Sublicenses and Sublicensee Royalty Reports. AKOYA will submit to Stanford a copy
                                         of each Sublicense, any subsequent amendments and all copies of sublicensees’ royalty
                                         reports (each of which may be reasonably redacted to exclude information not relevant
                                         to Akoya’s obligations hereunder). Beginning with the first Sublicense, the Chief
                                         Financial Officer or equivalent will certify annually regarding the name and number of
                                         sublicensees.



 


		4.6	Sharing
                                         of Sublicensing Income. During the term of this Agreement, AKOYA will pay to Stanford
                                         a portion of all Nonroyalty Sublicensing Consideration for the Sublicense of Licensed
                                         Patents, as provided below:



 


		(A)	[***]%
                                         if sublicensing occurs in 2015 or 2016;



 


		(B)	[***]%
                                         if sublicensed after Dec. 31, 2016 but prior to the introduction of a Licensed Product;
                                         and



 


		(C)	[***]%
                                         after the introduction of a Licensed Product.






    
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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


	S14-157: Execution Copy 
	Exclusive
(Equity) Agreement
	 




		4.7	Royalty-Free
                                         Sublicenses. If AKOYA pays all royalties due Stanford from a sublicensee’s
                                         Net Sales, AKOYA may grant that sublicensee a royalty-free or non-cash:



 


		(A)	Sublicense
                                         or



 


		(B)	cross-license.



 


		5.	GOVERNMENT
                                         RIGHTS



 


This
Agreement is subject to Title 35 Sections 200-204 of the United States Code. Among other things, these provisions provide
the United States Government with nonexclusive rights in the Licensed Patent. They also impose the obligation that Licensed Product
sold or produced in the United States be “manufactured substantially in the United States.” AKOYA will ensure all
obligations of these provisions are met.


 


		6.	DILIGENCE



 


		6.1	Milestones.
                                         Because the invention is not yet commercially viable as of the Effective Date, AKOYA,
                                         itself or through its Affiliates and/or sublicensees, will use commercially reasonable
                                         efforts to develop, manufacture, and sell Licensed Product and will use commercially
                                         reasonable efforts to develop markets for Licensed Product. In addition, AKOYA will use
                                         commercially reasonable efforts to meet the milestones shown in Appendix A, and notify
                                         Stanford in writing as each milestone is met.



 


		6.2	Progress
                                         Report. By March 1 of each year, AKOYA will submit a written annual report to
                                         Stanford covering the preceding calendar year. The report will include information sufficient
                                         to enable Stanford to satisfy reporting requirements of the U.S. Government and for Stanford
                                         to ascertain progress by AKOYA toward meeting this Agreement’s diligence requirements.
                                         Each report will describe, where relevant: AKOYA’s progress toward commercialization
                                         of Licensed Product, including a summary of work completed, key scientific discoveries,
                                         summary of work-in-progress, current schedule of anticipated events or milestones, market
                                         plans for introduction of Licensed Product, and significant corporate transactions involving
                                         Licensed Product. AKOYA will specifically describe how each Licensed Product is related
                                         to each Licensed Patent.



 


		6.3	Clinical
                                         Trial Notice. AKOYA will notify the Stanford University Office of Technology Licensing
                                         prior to commencing any clinical trials at Stanford.



 


		7.	ROYALTIES



 


		7.1	Issue
                                         Royalty. AKOYA will pay to Stanford a one-time, nonrefundable license issue royalty
                                         of $[***] upon signing this Agreement.






    
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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


	S14-157: Execution Copy 
	Exclusive
(Equity) Agreement
	 




		7.2	Equity
                                         Interest. As further consideration, AKOYA will grant to Stanford 213,333 shares of
                                         non-voting common stock (the “Stanford Shares”) in AKOYA. When issued,
                                         the Stanford Shares will represent at least [***]% of the capitalization of the AKOYA
                                         on a Fully Diluted Basis. AKOYA represents that it will have raised $[***]in equity financing
                                         prior to the issuance of the Stanford Shares and the calculations of Fully Diluted Basis
                                         reflect all equity issued in such financing. AKOYA has provided Stanford with the capitalization
                                         table upon which the above calculation is made. AKOYA will issue [***]% of all such Stanford
                                         Shares ([***]Stanford Shares) granted to Stanford pursuant to this Section 7.2 directly
                                         to and in the name of the inventors listed below (the “Inventors”)
                                         allocated as stated below:



 


Yury
Goltsev – [***]Shares


 


Nikolay
Samusik – [***]Shares


 


Garry
Nolan – [***]Shares


 


		7.3	Anti-Dilution
                                         Protection. AKOYA will issue Stanford and the Inventors, without further consideration,
                                         any additional shares of stock of the class issued pursuant to Section 7.2 necessary
                                         to ensure that the number of shares issued Stanford and the Inventors pursuant to Section 7.2
                                         and this Section 7.3 does not represent less than 2% of the shares issued and outstanding
                                         on a Fully-Diluted Basis at any time through the completion of issuance of all shares
                                         to be issued in connection with the First Round of bona fide equity investment in AKOYA
                                         from a single or group of investors which is both (i) at least $2,500,000 in size
                                         and (ii) at a price per share which, when applied to stock actually outstanding immediately
                                         after such round, implies a post-financing equity valuation of AKOYA of at least $2,500,000.
                                         A “First Round” is a bona fide round of equity, warrant, option or convertible
                                         equity investment which includes all the tranches prior to the completion of the financing.
                                         This right will expire upon the issuance of all shares to be issued in connection with
                                         such First Round, but will apply to all shares to be issued in or in connection with
                                         such First Round.



 


In
the event the AKOYA raises $1,200,000 shortly after formation of the company (which indicates a post-money valuation exceeding
$2,500,000), then the obligation of AKOYA to issue Stanford and the Inventors additional Stanford Shares provided for in the immediately
preceding paragraph shall be replaced with the obligation of the AKOYA to issue to Stanford and the Inventors, without further
consideration, additional Stanford Shares necessary to ensure that the number of Stanford Shares issued to Stanford and the Inventors
pursuant to Section 7.2 and this Section 7.3 does not represent less than 2% of the shares of AKOYA issued and outstanding
on a Fully-Diluted Basis through the completion of an additional $1,300,000 ($2,500,000 total) of bona fide equity investment
in AKOYA.





    
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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


	S14-157: Execution Copy 
	Exclusive
(Equity) Agreement
	 




		7.4	Purchase
                                         Right.



 


		(A)	Stanford
                                         shall have the right, but not the obligation, to purchase for cash up to its Share of
                                         the securities issued in any Qualifying Offering on the terms, and subject to the conditions,
                                         set forth in this Section 7.4 and Section 7.5 (the “Purchase Right”).
                                         For purposes of this Section 7.4 and Section 7.5:



 


		(1)	“Adjustment
                                         Event” means the final closing of the first Threshold Qualifying Offering occurring
                                         after the date of this Agreement.



 


		(2)	“Board
                                         of Directors” means (i) if AKOYA is organized as a corporation, its board
                                         of directors, and (ii) if AKOYA is organized as a limited liability company, AKOYA manager(s)
                                         or member(s) or both that have the power to direct the principal management and activities
                                         of AKOYA, whether through ownership of voting securities, by agreement, or otherwise.



 


		(3)	“Qualifying
                                         Offering” means a private offering of AKOYA’s equity securities (or securities
                                         convertible into or exercisable for AKOYA’s equity securities) for cash (or in
                                         satisfaction of debt issued for cash) having its final closing on or after the date of
                                         this Agreement and which includes investment by one or more venture capital, professional
                                         angel, corporate or other similar institutional investors other than Stanford. For the
                                         avoidance of doubt, if AKOYA is a limited liability company, then “equity securities”
                                         means limited liability company interests in AKOYA.



 


		(4)	“Share”
                                         means:



 


		(i)	10%
                                         with respect to any Qualifying Offering having a closing on or before the date of an
                                         Adjustment Event; or



 


		(ii)	with
                                         respect to any Qualifying Offering having a closing after an Adjustment Event, but before
                                         a Termination Event, the percentage necessary for Stanford to maintain its pro rata ownership
                                         interest in AKOYA on a Fully-Diluted Basis.



 


		(5)	“Threshold
                                         Qualifying Offering” means any Qualifying Offering which either (i) is at
                                         least $2,500,000 in size or (ii) involves the sale to outside investors of at least 25%
                                         of the equity securities outstanding after such round on a Fully-Diluted Basis.



 


		(6)	The
                                         parties shall construe the term “Fully-Diluted Basis” mutatis mutandis
                                         in the case where AKOYA is organized as a limited liability company.






    
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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


	S14-157: Execution Copy 
	Exclusive
(Equity) Agreement
	 




		(B)	The
                                         Purchase Right shall terminate upon the earliest to occur of the following (each a “Termination
                                         Event”):



 


		(1)	Stanford’s
                                         execution of an investor rights agreement or similar agreement (each a “Rights
                                         Agreement”) in connection with a Threshold Qualifying Offering so long the Rights
                                         Agreement satisfies the terms of this Section 7.4 and Section 7.5 below;



 


		(2)	Stanford
                                         purchases less than its entire Share of a Qualifying Offering;



 


		(3)	Stanford
                                         fails to give an election notice within the Notice Period for a Qualifying Offering which
                                         has its final closing within 90 days of the date such notice is received by Stanford
                                         and which is closed on terms that are the same or less favorable to the investors as
                                         the terms stated in AKOYA’s notice to Stanford;



 


		(4)	The
                                         closing of a firm commitment underwritten public offering of AKOYA’s common stock;



 


The
closing of the sale of all or substantially all of AKOYA’s assets to a company publicly traded on one of the major recognized
exchanges.


 


		(C)	The
                                         Purchase Right shall not apply to the issuance of securities: (i) to employees,
                                         individuals who are members of AKOYA’s Board of Directors as of the time of issuance,
                                         and service providers to AKOYA pursuant to a plan approved by AKOYA’s Board of
                                         Directors; or (ii) as additional consideration in lending or leasing transactions; or
                                         (iii) to an entity pursuant to an arrangement that AKOYA’s Board of Directors determines
                                         in good faith is a strategic partnership or similar arrangement of AKOYA (i.e., an arrangement
                                         in which the entity’s purchase of securities is not primarily for the purpose of
                                         financing AKOYA); or (iv) to owners of another entity in connection with the acquisition
                                         of that entity by AKOYA.



 


		(D)	For
                                         the avoidance of doubt: (i) any securities Stanford may acquire or have the right
                                         to acquire under Section 7.2 or 7.3 shall not reduce the number of securities Stanford
                                         may purchase under this Section 7.4 or under any applicable Rights Agreement; and
                                         (ii) Stanford shall not be obligated to purchase under this Section 7.4 any AKOYA
                                         securities it has the right to acquire under Section 7.2 or 7.3 above.






    
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HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


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		7.5	Rights
                                         Agreements; Information Rights; Notice; Elections.



 


		(A)	AKOYA
                                         shall ensure that each Rights Agreement executed by Stanford in connection with a Qualifying
                                         Offering will grant to Stanford the same rights as all other investors who are parties
                                         to that Rights Agreement. In particular, AKOYA shall ensure that each such Rights Agreement
                                         will grant to Stanford the same right to purchase additional securities in future offerings,
                                         the same information rights, and the same registration rights as are granted to other
                                         parties thereto, including all such rights granted to any investor designated as a “Major
                                         Investor” or other similar designation, even if Stanford is not so designated.



 


		(B)	Notwithstanding
                                         any terms to the contrary contained in any applicable Rights Agreement:



 


		(1)	Stanford
                                         shall not have any representation on the Board of Directors or rights to attend meetings
                                         of the Board of Directors;



 


		(2)	In
                                         connection with all Qualifying Offerings, AKOYA shall give Stanford notice of the terms
                                         of the offering, including: (i) the names of the investors, the allocation of equity
                                         securities among them and the total amounts to be invested by each of them in such offering;
                                         (ii) pre- and post- (projected) financing capitalization table; (iii) investor presentation
                                         (if available); (iv) an introduction to the lead investor in such offering for the purpose
                                         of discussing the lead investor’s due diligence process; and (v) such other
                                         documents and information as Stanford may reasonably request for the purpose of making
                                         an investment decision or verifying the amount of equity securities it is entitled to
                                         purchase in such offering; and



 


		(3)	Stanford
                                         may elect to exercise its Purchase Right, in whole or in part, by notice given to AKOYA
                                         within 15 Stanford business days (i.e., days other than Saturdays, Sundays, and holidays
                                         or other days on which Stanford is officially closed) after receipt of AKOYA’s
                                         notice (“Notice Period”).



 


		(C)	If
                                         Stanford has no information rights under a Rights Agreement and to the extent that such
                                         information has been prepared by AKOYA for other purposes, so long as Stanford holds
                                         AKOYA securities, AKOYA shall furnish to Stanford, upon request and as promptly as reasonably
                                         practicable, AKOYA’s annual consolidated financial statements and annual operating
                                         plan, including an annual report of the holders of AKOYA’s securities, and such
                                         other information as Stanford may reasonably request from time to time for the purpose
                                         of valuing its interest in AKOYA.



 


Notwithstanding
any notice provision in this Agreement to the contrary, any notice given under this Agreement that refers or relates to any of
Section 7.4 above or this Section 7.5 shall be copied concurrently to pvfnotices@stanford.edu; provided, however,
that delivery of the copy will not by itself constitute notice for any purpose under this Agreement.





    
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IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


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		7.6	License
                                         Maintenance Fee. Beginning on the first anniversary of the Effective Date, and each
                                         anniversary thereafter, AKOYA will pay Stanford yearly license maintenance fees as follows:



 


		(A)	$15,000 each Effective Date anniversary until first sale of a Licensed Product instrument; and



 


		(B)	$30,000 each Effective Date anniversary thereafter;



 


Yearly
maintenance payments are nonrefundable, but they are creditable each year as described in Section 7.12.


 


		7.7	Milestone
                                         Payments. AKOYA will pay Stanford the following one-time milestone payments:



 


		(A)	$[***]upon
                                         first to issue of Licensed Patent; and



 


		(B)	$[***]upon
                                         sale of more than $[***] of Licensed Product instruments in a calendar year.



 


		7.8	Earned
                                         Royalty. AKOYA will pay Stanford earned royalties of 2.25% on Net Sales of Licensed
                                         Products. It is understood that only one Earned Royalty shall be paid with respect to
                                         each unit of Licensed Product sold, without regard to whether more than one Valid Claim
                                         within the Licensed Patents is applicable to such unit.



 


		7.9	Combination
                                         Product. In the event that a Licensed Product is sold in combination with another
                                         product, or component for which no royalty would be due hereunder if sold separately,
                                         Net Sales from such combination sales for purposes of calculating the amounts due under
                                         this Article 7 shall be calculated by multiplying the Net Sales of the combination
                                         product by the fraction A/(A + B), where A is the average gross selling price during
                                         the applicable calendar quarter of the Licensed Product sold separately and B is the
                                         average gross selling price during the applicable calendar quarter of the other product(s),
                                         or component(s). In the event that separate sales of the Licensed Product and/or of the
                                         other product(s) or component(s) were not made during the applicable calendar quarter,
                                         then the Net Sales on the combination product shall be as reasonably and mutually agreed
                                         upon by Stanford and AKOYA in good faith, between such Licensed Product and such other
                                         product or components, based upon their relative importance and proprietary protection.



 


		7.10	Single
                                         Royalty. No more than one royalty payment under this Agreement shall be due to Stanford
                                         with respect to a sale of a particular Licensed Product. Multiple royalties shall not
                                         be payable because any Licensed Product, or its manufacture, sale or use, is covered
                                         by more than one claim within the Licensed Patents. No royalty shall be payable hereunder
                                         with respect to sales of Licensed Products provided as samples for promotional use and
                                         provided free or at cost or for research and/or development activities for the Licensed
                                         Products and provided at cost, provided that Akoya does not derive any additional consideration
                                         (eg. cash or otherwise) from these sales.






    
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IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


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		7.11	Earned
                                         Royalty if AKOYA Challenges the Patent. Notwithstanding the above, should AKOYA initiate
                                         an action seeking to invalidate any Licensed Patent, AKOYA will pay royalties to Stanford
                                         at the rate of [***]([***]%) of the Net Sales of all Licensed Products sold by AKOYA
                                         that would infringe such Licensed Patent sold during the pendency of such action. Moreover,
                                         should the outcome of such action determine that any claim of a patent challenged by
                                         AKOYA is both valid and infringed by a Licensed Product, AKOYA will pay royalties at
                                         the rate of [***]([***]%) of the Net Sales of all Licensed Products that would infringe
                                         such Licensed Patent sold.



 


		7.12	Creditable
                                         Payments. The license maintenance fee for a year may be offset against earned royalty
                                         payments due on Net Sales occurring in that year.



 


For
example:


 


		(A)	if
                                         AKOYA pays Stanford a $10 maintenance payment for year Y, and according to Section 7.8
                                         $15 in earned royalties are due Stanford for Net Sales in year Y, AKOYA will only need
                                         to pay Stanford an additional $5 for that year’s earned royalties.



 


		(B)	if
                                         AKOYA pays Stanford a $10 maintenance payment for year Y, and according to Section 7.8
                                         $3 in earned royalties are due Stanford for Net Sales in year Y, AKOYA will not need
                                         to pay Stanford any earned royalty payment for that year. AKOYA will not be able to offset
                                         the remaining $7 against a future year’s earned royalties.



 


		7.13	Obligation
                                         to Pay Royalties. During the term of this Agreement, an earned royalty is due Stanford
                                         under this Agreement on a country-by-country basis until the expiration of the last Valid
                                         Claim within the Licensed Patents in the country of manufacture, use, import or sale
                                         covering such Licensed Product. Nonetheless, if certain Licensed Products are made, used,
                                         imported, or offered for sale before the date this Agreement terminates, and those Licensed
                                         Products are sold after the termination date, AKOYA will pay Stanford an earned royalty
                                         for its exercise of rights based on the Net Sales of those Licensed Products.



 


		7.14	No
                                         Escrow. AKOYA shall not pay royalties into any escrow or other similar account.



 


		7.15	Currency.
                                         AKOYA will calculate the royalty on sales in currencies other than U.S, Dollars using
                                         the appropriate foreign exchange rate for the currency quoted by the Wall Street Journal
                                         on the close of business on the last banking day of each calendar quarter. AKOYA will
                                         make royalty payments to Stanford in U.S. Dollars.



 


		7.16	Non-U.S.
                                         Taxes. AKOYA will pay all non-U.S, taxes related to royalty payments. These payments
                                         are not deductible from any payments due to Stanford.






    
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		7.17	Interest.
                                         Any payments not made when due will bear interest at the lower of (a) the Prime
                                         Rate published in the Wall Street Journal plus 200 basis points or (b) the maximum
                                         rate permitted by law.



 


		8.	ROYALTY
                                         REPORTS, PAYMENTS, AND ACCOUNTING



 


		8.1	Quarterly
                                         Earned Royalty Payment and Report. Beginning with the first commercial sale of a
                                         Licensed Product by AKOYA or a sublicensee, AKOYA will submit to Stanford a written report
                                         (even if there are no sales) and an earned royalty payment within 60 days after
                                         the end of each calendar quarter. This report will be in the form of Appendix B and will
                                         state the number, description, and aggregate Net Sales of Licensed Product during the
                                         completed calendar quarter. The report will include an overview of the process and documents
                                         relied upon to permit Stanford to understand how the earned royalties are calculated.
                                         With each report AKOYA will include any earned royalty payment due Stanford for the completed
                                         calendar quarter (as calculated under Section 7.8).



 


		8.2	No
                                         Refund. In the event that a validity or non-infringement challenge of a Licensed
                                         Patent brought by AKOYA is successful, AKOYA will have no right to recoup any royalties
                                         paid before or during the period of challenge.



 


		8.3	Termination
                                         Report. AKOYA will pay to Stanford all applicable unpaid royalties accrued as of
                                         the date of termination and submit to Stanford a written report within 90 days after
                                         the license terminates. AKOYA will continue to submit earned royalty payments and reports
                                         to Stanford after the license terminates, until all Licensed Products made or imported
                                         under the license have been sold.



 


		8.4	Accounting.
                                         AKOYA will maintain records showing manufacture, importation, sale, and use of a Licensed
                                         Product for 7 years from the date of sale of that Licensed Product. Records will
                                         include general-ledger records showing cash receipts and expenses, and records that include:
                                         production records, customers, invoices, serial numbers, and related information in sufficient
                                         detail to enable Stanford to determine the royalties payable under this Agreement.



 


		8.5	Audit
                                         by Stanford. Upon reasonable advance notice and during normal business hours, AKOYA
                                         will allow Stanford or its designee to examine AKOYA’s records kept in accordance
                                         with Section 8.4 solely to verify payments made by AKOYA under this Agreement.



 


		8.6	Paying
                                         for Audit. Stanford will pay for any audit done under Section 8.5. But if the
                                         audit reveals an underreporting of earned royalties due Stanford of 5% or more for the
                                         period being audited, AKOYA will pay the out-of-pocket audit costs reasonably incurred
                                         by Stanford.






    
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		8.7	Self-audit.
                                         AKOYA will conduct an independent audit of sales and royalties at least every 2 years
                                         if annual Net Sales of Licensed Product are over $5,000,000. The audit will address,
                                         at a minimum, the amount of gross sales by or on behalf of AKOYA during the audit period,
                                         the amount of funds owed to Stanford under this Agreement, and whether the amount owed
                                         has been paid to Stanford and is reflected in the records of AKOYA. AKOYA will submit
                                         the auditor’s report promptly to Stanford upon completion. AKOYA will pay for the
                                         entire cost of the audit.



 


		9.	EXCLUSIONS
                                         AND NEGATION OF WARRANTIES



 


		9.1	Negation
                                         of Warranties. Except as expressly provided herein, Stanford provides AKOYA the rights
                                         granted in this Agreement AS IS and WITH ALL FAULTS. Stanford makes no representations
                                         and extends no warranties of any kind, either express or implied. Among other things,
                                         Stanford disclaims any express or implied warranty:



 


		(A)	of
                                         merchantability, of fitness for a particular purpose;



 


		(B)	of
                                         non-infringement; or



 


		(C)	arising
                                         out of any course of dealing.



 


		9.2	No
                                         Representation of Licensed Patent. AKOYA also acknowledges that Stanford does not
                                         represent or warrant:



 


		(A)	the
                                         validity or scope of any Licensed Patent; or



 


		(B)	that
                                         the exploitation of any Licensed Patent will be successful.



 


		10.	INDEMNITY



 


		10.1	Indemnification.
                                         AKOYA will indemnify, hold harmless, and defend all Stanford Indemnitees against any
                                         claim of any kind brought by a third party against any Stanford Indemnitee to the extent
                                         it arises out of the exercise of any rights granted AKOYA under this Agreement or the
                                         breach of this Agreement by AKOYA provided that provided that Stanford provides to AKOYA:
                                         (i) prompt written notice of any claim it wishes to claim indemnification hereunder,
                                         (ii) the right to control the defense and settlement of such claim, provided that
                                         AKOYA must do so in a manner that does not adversely affect Stanford’s interests
                                         and it must obtain Stanford’s prior consent to any settlement and (iii) all
                                         necessary information reasonably at Stanford’s disposal and reasonable assistance
                                         in connection with the defense and settlement of such claim.



 


		10.2	No
                                         Indirect Liability. Neither party shall be liable for any special, consequential,
                                         lost profit, expectation, punitive or other indirect damages in connection with any claim
                                         arising out of or related to this Agreement, whether grounded in tort (including negligence),
                                         strict liability, contract, or otherwise.






    
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		10.3	Workers’
                                         Compensation. AKOYA will comply with all statutory workers’ compensation and
                                         employers’ liability requirements for activities performed under this Agreement.



 


		10.4	Insurance.
                                         Within 60 days of the Effective Date and thereafter during the remaining term of
                                         this Agreement, AKOYA will maintain Comprehensive General Liability Insurance, including
                                         Product Liability Insurance, with a reputable and financially secure insurance carrier
                                         to cover the activities of AKOYA and its sublicensees. As long as Licensed Product is
                                         not used in humans, the insurance will provide minimum limits of liability of $3,000,000
                                         and will include all Stanford Indemnitees as additional insureds. If Licensed Product
                                         is used in humans, AKOYA agrees that the insurance will provide minimum limits of liability
                                         of $5,000,000. Insurance must cover claims incurred, discovered, manifested, or made
                                         during or after the expiration of this Agreement and must be placed with carriers with
                                         ratings of at least A- as rated by A.M. Best. Within 60 days of the Effective
                                         Date of this Agreement, AKOYA will furnish a Certificate of Insurance evidencing primary
                                         coverage and additional insured requirements. AKOYA will provide to Stanford 30 days
                                         prior written notice of cancellation or material change to this insurance coverage. AKOYA
                                         will advise Stanford in writing that it maintains excess liability coverage (following
                                         form) over primary insurance for at least the minimum limits set forth above. All insurance
                                         of AKOYA will be primary coverage; insurance of Stanford Indemnitees will be excess and
                                         noncontributory.



 


		11.	EXPORT



 


AKOYA
and its Affiliates and sublicensees shall comply with all United States laws and regulations controlling the export of licensed
commodities and technical data. (For the purpose of this paragraph, “licensed commodities” means any article, material
or supply but does not include information; and “technical data” means tangible or intangible technical information
that is subject to U.S. export regulations, including blueprints, plans, diagrams, models, formulae, tables, engineering designs
and specifications, manuals and instructions.) These laws and regulations may include, but are not limited to, the Export Administration
Regulations (15 CFR 730-774), the International Traffic in Arms Regulations (22 CFR 120-130) and the various economic sanctions
regulations administered by the U.S. Department of the Treasury (31 CFR 500-600).


 


Among
other things, these laws and regulations prohibit or require a license for the export or retransfer of certain commodities and
technical data to specified countries, entities and persons. AKOYA hereby gives written assurance that it will comply with, and
will cause its Affiliates and sublicensees to comply with all United States export control laws and regulations, that it bears
sole responsibility for any violation of such laws and regulations by itself or its Affiliates or sublicensees, and that it will
indemnify, defend and hold Stanford harmless for the consequences of any such violation subject to conditions set forth in Section 10.1.





    
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		12.	MARKING



 


As
required by law, before any Licensed Patent issues, AKOYA will mark Licensed Product with the words “Patent Pending.”
Otherwise, as required by law, AKOYA will mark Licensed Product with the number of any issued Licensed Patent.


 


		13.	STANFORD
                                         NAMES AND MARKS



 


AKOYA
will not use (i) Stanford’s name or other trademarks, (ii) the name or trademarks of any organization related to Stanford,
or (iii) the name of any Stanford faculty member, employee, student or volunteer without the prior written consent of Stanford.
Permission may be withheld at Stanford’s sole discretion. This prohibition includes, but is not limited to, use in press
releases, advertising, marketing materials, other promotional materials, presentations, case studies, reports, websites, application
or software interfaces, and other electronic media. Notwithstanding the foregoing, AKOYA can use Stanford’s name or names
of Stanford employees in statements of fact (provided such statements do not imply endorsement of AKOYA’s products or services)
in legal proceedings, patent filings, and regulatory filings and in private discussions with potential private investors or third
party collaboration partners.


 


		14.	PROSECUTION
                                         AND PROTECTION OF PATENTS 



 


		14.1	Patent
                                         Prosecution.



 


		(A)	Following
                                         the Effective Date and subject to Stanford’s approval, AKOYA will be responsible
                                         for Patent Matters. AKOYA will use its best efforts, considering any prior art, with
                                         respect to the Patent Matters and in doing so will act in good faith irrespective of
                                         other patents, patent applications, or other rights that AKOYA may possess. AKOYA will:
                                         (i) keep Stanford informed as to the filing, prosecution and maintenance of such patent
                                         applications and patents, (ii) furnish to Stanford copies of material documents relevant
                                         to any such filing, prosecution and maintenance; and (iii) before taking any substantive
                                         actions in prosecuting the claims, will provide to Stanford final approval on how to
                                         proceed with any such actions. To aid AKOYA in this process, Stanford will provide information,
                                         execute and deliver documents and do other acts as AKOYA shall reasonably request from
                                         time to time. If Stanford at any time believes that AKOYA has failed to satisfy the standards
                                         of this Section 14.1(A), it may, upon 30 days’ notice, terminate this
                                         Section 14.1(A).



 


		(B)	AKOYA
                                         will reimburse Stanford for Stanford’s reasonable costs incurred in complying with
                                         such requests. Stanford and AKOYA agree that Stanford is the client of record for the
                                         attorney prosecuting the Licensed Patents and agree to have Appendix C fully executed
                                         by the appropriate parties upon execution of this Agreement. At Stanford’s reasonable
                                         request, AKOYA will provide all information and assistance to Stanford to ensure that
                                         Licensed Patent is as extensive as reasonable considering any prior art. If Stanford
                                         has terminated Section 14.1(A), any agreement in the form of Appendix C will be
                                         deemed to be amended immediately without prior action by any party to revise Appendix
                                         C, Section 1 to require the Firm (as defined in Appendix C) to interact directly
                                         with Stanford only.






    
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	Exclusive
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		14.2	Infringement
                                         Procedure. Each Party will promptly notify the other if it believes a third party
                                         infringes a Licensed Patent or if a third party files a declaratory judgment action with
                                         respect to any Licensed Patent. During the Exclusive term of this Agreement and if AKOYA
                                         is developing Licensed Product, AKOYA may have the right to institute a suit against
                                         or defend any declaratory judgment action initiated by this third party as provided in
                                         Section 14.3 through and including Section 14.7.



 


		14.3	AKOYA
                                         Suit. AKOYA, itself or through a designee, has the first right to institute suit,
                                         so long as it conforms with the requirements of this Section 14.3 and AKOYA or its
                                         sublicensee is researching, developing, manufacturing or selling Licensed Product. If
                                         AKOYA decides to institute suit, it will notify Stanford in writing and give Stanford
                                         the opportunity to institute suit jointly as provided in Section 14.4. AKOYA will
                                         use commercially reasonable efforts to pursue the suit and AKOYA will bear the entire
                                         cost of the litigation, including expenses and counsel fees incurred by Stanford if Stanford
                                         is named as a party pursuant to this Section 14.3 (but not if Stanford otherwise
                                         elects to retain counsel to monitor the suit). AKOYA will keep Stanford reasonably apprised
                                         of all developments in the suit, and will seek Stanford’s input and approval on
                                         any substantive submissions or positions taken in the litigation regarding the scope,
                                         validity and enforceability of the Licensed Patent. AKOYA will not prosecute, settle
                                         or otherwise compromise any such suit in a manner that adversely affects Stanford’s
                                         interests without Stanford’s prior written consent. Stanford may be named as a
                                         party only if:



 


		(A)	AKOYA’s
                                         and Stanford’s respective counsel recommends that such action is necessary in their
                                         reasonable opinion to achieve standing or a court has required or will require such joinder
                                         to pursue the action;



 


		(B)	Stanford
                                         is not the first named party in the action; and



 


		(C)	the
                                         pleadings and any public statements about the action state that AKOYA is pursuing the
                                         action and that AKOYA has the right to join Stanford as a party.






    
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		14.4	Joint
                                         Suit. If Stanford and AKOYA so agree, they may institute suit or defend the declaratory
                                         judgment action jointly. If so, they will:



 


		(A)	prosecute
                                         the suit in both their names;



 


		(B)	bear
                                         the out-of-pocket costs equally;



 


		(C)	share
                                         any recovery or settlement equally; and



 


		(D)	agree
                                         how they will exercise control over the action.



 


		14.5	Stanford
                                         Suit. If neither Section 14.3 nor 14.4 apply, Stanford may institute and prosecute
                                         a suit or defend any declaratory judgment action so long as it conforms with the requirements
                                         of this Section 14.5. Stanford may name AKOYA as a party for standing purposes.
                                         If Stanford decides to institute suit, it will notify AKOYA in writing and give AKOYA
                                         the opportunity to institute suit jointly as provided in Section 14.4. If AKOYA
                                         does not notify Stanford in writing that it desires to jointly prosecute the suit within
                                         forty-five (45) days after the date of Stanford’s notice to AKOYA, AKOYA will
                                         assign and hereby does assign to Stanford all rights, causes of action, and damages resulting
                                         from the alleged infringement. Stanford will bear the entire cost of the litigation and
                                         will retain the entire amount of any recovery or settlement.



 


		14.6	Recovery.
                                         If AKOYA sues under Section 14.4, then any recovery in excess of any unrecovered
                                         litigation costs and fees will be shared with Stanford as follows:



 


		(A)	any
                                         payment for past sales will be deemed Net Sales, and AKOYA will pay Stanford royalties
                                         at the rates specified in Section 7.8;



 


		(B)	any
                                         payment for future sales will be deemed a payment under a Sublicense, and royalties will
                                         be shared as specified in Article 4; and



 


		(C)	AKOYA
                                         and Stanford will negotiate in good faith appropriate compensation to Stanford for any
                                         non-cash settlement or non-cash cross-license.



 


		14.7	Abandonment
                                         of Suit. If either Stanford or AKOYA commences a suit and then wants to abandon the
                                         suit, it will give timely notice to the other party. The other party may continue prosecution
                                         of the suit after Stanford and AKOYA agree on the sharing of expenses and any recovery
                                         in the suit.






    
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HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


	S14-157: Execution Copy 
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		15.	TERM
                                         AND TERMINATION



 


		15.1	Term.
                                         This Agreement shall be effective as of the Effective Date and will continue, unless
                                         earlier terminated in accordance with this Agreement, until the expiration, revocation
                                         or invalidation of the last to expire patent or the abandonment of the last patent application
                                         within the Licensed Patents, whichever comes later.



 


		15.2	Termination
                                         by AKOYA. AKOYA may terminate this Agreement by giving Stanford written notice at
                                         least 30 days in advance of the effective date of termination selected by AKOYA.
                                         AKOYA may terminate this Agreement as to any particular patent application or patent
                                         within the Licensed Patents by giving Stanford written notice at least 30 days in
                                         advance of the effective date of termination selected by AKOYA. From and after the effective
                                         date of a termination under this subsection 15.2 with respect to a particular patent
                                         application or patent, such patent application or patent in the particular country shall
                                         cease to be within the Licensed Patents for purposes of this Agreement.



 


		15.3	Termination
                                         by Stanford.



 


		(A)	Stanford
                                         may terminate this Agreement on 30 days written notice if AKOYA:



 


		(1)	is
                                         in material default in payment of amounts due hereunder or providing associated reports;



 


		(2)	is
                                         not using commercially reasonable efforts to develop and commercialize Licensed Products;



 


		(3)	misses
                                         a milestone described in Appendix A;



 


		(4)	is
                                         in breach of any material provision; or



 


		(5)	provides
                                         any materially false report.



 


		(B)	Termination
                                         under this Section 15.3 will take effect 30 days after written notice by Stanford
                                         specifying the nature of the default or breach unless AKOYA remedies the specified default
                                         or breach in that 30-day period. Notwithstanding the foregoing, if AKOYA disputes any
                                         such default or breach related to payment in writing within such 30-day period, Stanford
                                         shall not have the right to terminate this Agreement unless and until the arbitrator
                                         determines in a written decision delivered to the parties under Section 17 below,
                                         that such default or breach occurred, and AKOYA fails to cure such default or breach
                                         within 30 days after such determination.



 


		15.4	Surviving
                                         Provisions. Surviving any termination or expiration are:



 


		(A)	AKOYA’s
                                         obligation to pay royalties accrued or accruable;



 


		(B)	any
                                         claim of AKOYA or Stanford, accrued or to accrue, because of any breach or default by
                                         the other party;



 


		(C)	the
                                         provisions of Articles and sections 8, 9, 10, 15.4, 17, 19 and 20.






    
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IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


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		16.	CHANGE
                                         OF CONTROL AND NON-ASSIGNABILITY



 


		16.1	Change
                                         of Control. If there is a Change of Control, AKOYA will pay Stanford $[***]if AKOYA
                                         is valued between (and including) $[***]and $[***]or $[***]if AKOYA is valued at more
                                         than $[***](“Change of Control Fee”).



 


		16.2	Conditions
                                         of Assignment under Change of Control. AKOYA may assign this Agreement as part of
                                         a Change of Control upon prior and complete performance of the following conditions:



 


		(A)	AKOYA
                                         must give Stanford 15 days prior written notice of the assignment, including the
                                         new assignee’s contact information; and



 


		(B)	the
                                         new assignee must agree in writing to Stanford to be bound by this Agreement; and



 


		(C)	Stanford
                                         must have received the full Change of Control Fee.



 


		16.3	After
                                         the Assignment. Upon a permitted assignment of this Agreement pursuant to Article 16,
                                         AKOYA will be released of liability under this Agreement and the term “AKOYA”
                                         in this Agreement will mean the assignee.



 


		16.4	Bankruptcy.
                                         In the event of a bankruptcy or insolvency, assignment is permitted only to a party that
                                         can provide adequate assurance of future performance, including commercially reasonable
                                         efforts for development and sales of Licensed Product.



 


		16.5	Nonassignability
                                         of Agreement. Except in conformity with this Article 16, this Agreement is not
                                         assignable by AKOYA under any other circumstances and any attempt to assign this Agreement
                                         by AKOYA is null and void.



 


		17.	DISPUTE
                                         RESOLUTION



 


		17.1	Dispute
                                         Resolution by Arbitration. Any dispute between the parties regarding any payments
                                         made or due under this Agreement, will be settled by arbitration in accordance with the
                                         JAMS Arbitration Rules and Procedures then in effect (“JAMS Rules”). The
                                         parties are not obligated to settle any other dispute that may arise under this Agreement
                                         by arbitration.



 


		17.2	Request
                                         for Arbitration. Either party may request such arbitration. Stanford and AKOYA will
                                         mutually agree in writing on a third party arbitrator within 30 days of the arbitration
                                         request, provided that if the parties are unable to agree on a third party arbitrator
                                         within such 30 days period, the arbitrator shall be selected according to the JAMS
                                         Rules, The arbitrator’s decision will be final and nonappealable and may be entered
                                         in any court having jurisdiction.






    
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IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


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		17.3	Discovery.
                                         The parties will be entitled to discovery as if the arbitration were a civil suit in
                                         the California Superior Court. The arbitrator may limit the scope, time, and issues involved
                                         in discovery in accordance with the JAMS Rules.



 


		17.4	Place
                                         of Arbitration. The arbitration will be held in Stanford, California unless the parties
                                         mutually agree in writing to another place.



 


		17.5	Patent
                                         Validity. Any dispute regarding the validity of any Licensed Patent shall be litigated
                                         in the courts located in Santa Clara County, California, and the parties agree not to
                                         challenge personal jurisdiction in that forum.



 


		18.	NOTICES



 


		18.1	Legal
                                         Action. AKOYA will provide written notice to Stanford at least three months prior
                                         to bringing an action seeking to invalidate any Licensed Patent or a declaration of non-infringement.
                                         AKOYA will include with such written notice an identification of all prior art it believes
                                         invalidates any claim of the Licensed Patent.



 


		18.2	All
                                         Notices. All notices under this Agreement are deemed fully given when written, addressed,
                                         and sent as follows:



 


All
general notices to AKOYA are mailed or emailed to:


 


Deval
Lashkari

360 Post Street, Suite 601

San Francisco, CA 94108

dal@thpartners.net


 


With
cc to (which shall not constitute notice):

WSGR

c/o Vern Norviel

650 Page Mill Road

Palo Alto, CA 94304-1050

Phone 650.493.9300

Fax 650.493.6811





    
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IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


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All
financial invoices to AKOYA (i.e., accounting contact) are e-mailed to:


 


Rob
Hart

360 Post Street, Suite 601

San Francisco, CA 94108

rch@thpartners.net


 


All
progress report invoices to AKOYA (i.e., technical contact) are e-mailed to:


 


Deval
Lashkari

360 Post Street, Suite 601

San Francisco, CA 94108

dal@thpartners.net


 


All
general notices to Stanford are e-mailed or mailed to:


 


Office
of Technology Licensing

3000 El Camino Real

Building 5, Suite 300

Palo Alto, CA 94306-2100

info@otlmail.stanford.edu


 


All
payments to Stanford are mailed to:


 


Stanford
University

Office of Technology Licensing

Department #44439

P.O. Box 44000

San Francisco, CA 94144-4439


 


All
progress reports to Stanford are e-mailed or mailed to:


 


Office
of Technology Licensing

3000 El Camino Real

Building 5, Suite 300

Palo Alto, CA 94306-2100

info@otlmail.stanford.edu


 


Any
notice related to Section 7.4 or Section 7.5 (Stanford Purchase Rights) shall be copied concurrently to pvinoticesastanford.edu.


 


Either
party may change its address with written notice to the other party.





    
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		19.	CONFIDENTIALITY



 


		19.1	STANFORD
                                         shall maintain the reports and any information provided by AKOYA to STANFORD pursuant
                                         to Sections 4.5, 6.2, 8.1, 8.3, 8.5 and 8.7 in confidence and not disclose such
                                         information or reports to any third party, except as required by law, STANFORD’s
                                         obligation of confidentiality hereunder shall be fulfilled by using at least the same
                                         degree of care with AKOYA confidential information as it uses to protect Stanford’s
                                         other confidential information.



 


		20.	MISCELLANEOUS



 


		20.1	Waiver.
                                         No term of this Agreement can be waived except by the written consent of the party waiving
                                         compliance.



 


		20.2	Choice
                                         of Law. This Agreement and any dispute arising under it is governed by the laws of
                                         the State of California, United States of America, applicable to agreements negotiated,
                                         executed, and performed within California.



 


		20.3	Entire
                                         Agreement. The parties have read this Agreement and agree to be bound by its terms,
                                         and further agree that it constitutes the complete and entire agreement of the parties
                                         and supersedes all previous communications, oral or written, and all other communications
                                         between them relating to the license and to the subject hereof. This Agreement may not
                                         be amended except by writing executed by authorized representatives of both parties.
                                         No representations or statements of any kind made by either party, which are not expressly
                                         stated herein, will be binding on such party.



 


		20.4	Exclusive
                                         Forum. The state and federal courts having jurisdiction over Stanford, California,
                                         United States of America, provide the exclusive forum for any court action between the
                                         parties relating to this Agreement. AKOYA submits to the jurisdiction of such courts,
                                         and waives any claim that such a court lacks jurisdiction over AKOYA or constitutes an
                                         inconvenient or improper forum.



 


		20.5	Headings.
                                         No headings in this Agreement affect its interpretation.



 


		20.6	Electronic
                                         Copy. The parties to this document agree that a copy of the original signature (including
                                         an electronic copy) may be used for any and all purposes for which the original signature
                                         may have been used. The parties further waive any right to challenge the admissibility
                                         or authenticity of this document in a court of law based solely on the absence of an
                                         original signature.



 


		20.7	Severability.
                                         In the event that any provision of this Agreement is determined to be illegal, invalid
                                         or unenforceable by a court of competent jurisdiction, the remainder of the Agreement
                                         shall continue in full force and effect without said provision. The parties shall in
                                         good faith negotiate a valid substitute clause for any provision declared to be illegal,
                                         invalid or unenforceable, which clause shall, in its economic effect, be sufficiently
                                         similar to the illegal, invalid or unenforceable provision that it can reasonably be
                                         determined that the parties would have entered into this Agreement with such clause.






    
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The
parties execute this Agreement in duplicate originals by their duly authorized officers or representatives.


 


	 	THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY
	 	 	 
	 	Signature:	/s/ Katharine Ku
	 	Name:	Katharine Ku
	 	Title:	Executive Director, Technology Licensing
	 	Date:	November 19, 2015
	 	 	 
	 	AKOYA BIOSCIENCES, INC.
	 	 	 
	 	Signature:	/s/ Deval Lashkari
	 	Name:	Deval Lashkari
	 	Title:	Chief Executive Officer
	 	Date:	November 17, 2015







    
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HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


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Appendix
A – Milestones


 


	Milestone	 	Date
	1.
    Hire executive to be responsible for product development	 	60
    days after Effective Date
	2.
    Develop working prototype	 	Q4
    2016
	3.
    Place beta instrument in academic laboratory	 	Q1
    2018
	4.
    Hire sales executive	 	Ql
    2019
	5.
    First commercial sale of Licensed Product instrument	 	Q3
    2019
	6.
    Secure distributor for European market	 	Q3
    2019
	7.
    First commercial sale of Licensed Product instrument to clinical diagnostics lab	 	Q1
    2020
	8.
    Establish laboratory to offer commercial access to technology via service offering	 	Q1
    2021
	9.
    Achieve at least $[***]of cumulative revenue	 	FYE
    2023
	 	 	 
	Should
    AKOYA fail to meet any of the above milestones, AKOYA and Stanford agree to meet to negotiate commercially reasonable modifications
    to such milestone.








    
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Appendix
B – Sample Reporting Form


 


Stanford
Docket No. S14-157


 


This
report is provided pursuant to the license agreement between Stanford University and AKOYA


 


License
Agreement Effective Date:


 


Name(s)
of Licensed Products being reported:


 


	Report
    Covering Period	 
	Yearly
    Maintenance Fee	$
	Number
    of Sublicenses Executed	 
	Gross
Revenue


        	
         
	U.S.
Gross Revenue
	$

	Non-U.S.
Gross Revenue
	$

	Net
Sales

        	 
	U.S.
Net Sales
	$

	Non-U.S.
Net Sales
	$

	Royalty
    Calculation	 
	Royalty
    Subtotal	$
	Credit	$
	Royalty
    Due	$


 


Comments:






    
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Appendix
C – Client and Billing Agreement


 


The
Board of Trustees of the Leland Stanford Junior University (“STANFORD”); and Akoya Biosciences, Inc. a Corporation
of the State of Delaware, with a principal place of business at 360 Post Street, Suite 601, San Francisco, CA, (“AKOYA”);
have agreed to use the law firm of ______________________ (“FIRM”) to prepare, file and prosecute the pending patent
applications listed in Exhibit A attached hereto and maintain the patents that issue thereon (“Patents”).


 


WHEREAS,
FIRM desires to perform the legal services related to obtaining and maintaining the Patents;


 


WHEREAS,
STANFORD remains the client of the FIRM; and


 


WHEREAS,
AKOYA is the licensee of STANFORD’s interest in the Patents;


 


NOW
THEREFORE, in consideration of the premises and the faithful performance of the covenants herein contained, IT IS AGREED:


 


1.            FIRM can interact directly with AKOYA on all patent prosecution matters related to the Patents and will copy STANFORD on all correspondence.
STANFORD will be notified by FIRM prior to any substantive actions and will have final approval on proceeding with such actions.
In addition, as prosecution proceeds, FIRM will notify STANFORD if there is any change in inventorship from the originally filed
application.


 


2.            AKOYA is responsible for the payment of all charges and fees by FIRM related to the prosecution and maintenance of the Patents.
FIRM will invoice AKOYA and AKOYA must pay FIRM directly for all charges. If STANFORD requests, STANFORD will be copied on all
invoices and payments. FIRM must inform STANFORD within 90 days if the licensee is delinquent on payment. Otherwise, STANFORD
will not be responsible for those expenses.


 


3.            Notices and copies of all correspondence should be sent to the following:


 


To
AKOYA:


 


Deval
Lashkari

360 Post Street, Suite 601

San Francisco, CA 94108

dal@thpartners.net


 


To
STANFORD:


 


Name

Office of Technology Licensing

Stanford University

3000 El Camino Real

Building 5, Suite 300

Palo Alto, CA 94306-2100





    
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To
FIRM:


 


4.            The parties to this document agree that a copy of the original signature (including an electronic copy) may be used for any and
all purposes for which the original signature may have been used. The parties further waive any right to challenge the admissibility
or authenticity of this document in a court of law based solely on the absence of an original signature.


 





ACCEPTED AND AGREED TO:


 


STANFORD


 





	By:	 	 



 


Name: Katharine Ku


 


Title: Director


 





	Date:	 	 


 


AKOYA Biosciences, LLC


 





	By:	 	 


 


Name:


 


Title:


 


Date:  


 


[FIRM]  


 





	By:	 	 


 


Name:


 


Title:


 


	Date:	 	 





    
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