Unassociated Document


    INFORMATION
      MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
      TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
      AND
      EXCHANGE COMMISSION. 


     

    EXHIBIT
      10.4

     

    AMENDED
      AND RESTATED LICENSE AGREEMENT

     

    THIS
      AMENDED AND RESTATED LICENSE AGREEMENT (the “Agreement”)
      is
      dated effective April 30, 2007.

     

    BETWEEN:

     

    INEX
      PHARMACEUTICALS CORPORATION,
      a
      company duly incorporated under the laws of British Columbia having an office
      at
      #200 - 8900 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J
      5J8

     

    (“INEX")

     

    AND:

     

    HANA
      BIOSCIENCES, INC.,
      a
      company duly incorporated under the laws of Delaware having an office at 7000
      Shoreline Court, Suite 370, South San Francisco, CA 94080, U.S.A.

     

    ("Hana")

     

    WHEREAS:

     

    
      	A.  	
              On
                May 6, 2006, INEX (as hereinafter defined) and Hana entered into
                a License
                Agreement (as hereinafter defined) to govern the Parties’ respective
                rights and obligations in respect of Hana’s use in the Hana Field (as
                hereinafter defined), of Patents (as hereinafter defined) and Technology
                (as hereinafter defined).

            


    

     

    
      	B.  	
              On
                May 6, 2006, INEX and Hana entered into a Transaction Agreement (as
                hereinafter defined). Pursuant to which Section 6.7 of the Transaction
                Agreement, INEX agreed to make commercially reasonable efforts to
                obtain
                the consent of Aradigm (as hereinafter defined) to the assignment
                by INEX
                to Hana of the BCCA Patents (as hereinafter defined) licensed by
                INEX to
                Aradigm for use in the pulmonary delivery of Ciprofloxacin, and Hana
                agreed to license the BCCA Patents back to INEX for use outside the
                Hana
                Field and remain liable to INEX for all milestone, royalty and
                sublicensing payments which Hana would otherwise have made to INEX
                in
                respect of the BCCA Patents had the assignment by INEX to Hana not
                taken
                place. 

            


    

     

    
      	C.  	
              Pursuant
                to Section 6.8 of the Transaction Agreement, INEX agreed to make
                commercially reasonable efforts to obtain the consent of MD Anderson
                (as
                hereinafter defined) to the assignment by INEX to Hana of the MD
                Anderson
                License (as hereinafter defined), Sarris Patents (as hereinafter
                defined),
                and Thomas Patents (as hereinafter defined), and Hana agreed to license
                the Sarris Patents and Thomas Patents back to INEX for use outside
                the
                Hana Field and remain liable to INEX for all milestone, royalty and
                sublicensing payments which Hana would otherwise have made to INEX
                in
                respect of the Sarris Patents and Thomas Patents had the assignment
                by
                INEX to Hana not taken place.

            


    

     

    
      	D.  	
              The
                Parties are herewith entering into this Amended and Restated License
                Agreement to: (i) to effect the termination of the license by INEX
                to Hana
                of the MD Anderson Patents, and the termination of all rights,
                responsibilities and obligations of Hana associated therewith; (ii)
                to
                affirm the continuation of the license by INEX to Hana of the Licensed
                Patents (as hereinafter defined) for use in the Hana Field, and to
                affirm
                the continuation of all rights, responsibilities and obligations
                of Hana
                associated therewith; and (iii) to effect the license by Hana to
                INEX of
                the MD Anderson Patents for use outside the Hana Field upon the terms
                and
                conditions contained herein; all as contemplated by Section 6.8 of
                the
                Transaction Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	E.  	
              On
                even date hereof, the Parties are entering into an Assignment and
                Novation
                Agreement with MD Anderson to effect the assignment by INEX to Hana
                of the
                MD Anderson License and the MD Anderson Patents as contemplated by
                Section
                6.8 of the Transaction Agreement.

            


    

     

    NOW
      THEREFORE, in consideration of the covenants, rights and obligations contained
      in this Agreement and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Parties agree as
      follows:

     

    Article
      1  INTERPRETATION

     

    
      1.1  Definitions

    

     

    As
      used
      in this Agreement, the following terms, whether used in the singular or plural,
      shall have the following meanings:

     

    
      	1.1.1
               	
              “Abandoning
                Party”
                shall have the meaning set forth in Section
                8.5.1.

            


    

     

    
      	1.1.2
               	
              “Adverse
                Drug Event”
                means any noxious, unintended, or untoward medical occurrence in
                a patient
                or clinical investigation subject associated with the use of a medicinal
                or investigational product, whether or not related to the medicinal
                or
                investigational product.

            


    

     

    
      	1.1.3
               	
              “Affiliate”
                means, with respect to any Person, any Person directly or indirectly
                controlled by, controlling or under common control with such Person.
                For
                the purposes of this definition, “control” shall mean direct or indirect
                beneficial ownership of 50% or greater interest in the voting power
                of
                such Person or such other relationship as, in fact constitute actual
                control.

            


    

     

    
      	1.1.4
               	
              “Agreement”
                means this Amended and Restated License Agreement and all exhibits
                attached hereto.

            


    

     

    
      	1.1.5
               	
              “Applicable
                Laws”
                means all applicable federal, provincial, state and local laws,
                ordinances, rules and regulations of any kind whatsoever in the Territory,
                including, without limitation, pharmaceutical and environmental rules
                and
                regulations, including cGMP Requirements, GCP Requirements, GLP
                Requirements and the General Biological Products Standards of the
                FDA, and
                the Federal Food, Drug and Cosmetic Act, as amended, or any successor
                act
                thereto (“FDCA”).

            


    

     

    
      	1.1.6
                	
              “Aradigm”
                means Aradigm Corporation, a company duly incorporated pursuant to
                the
                laws of the State of California, and having its principal place of
                business at 3929 Point Eden Way, Hayward, CA 94545,
                U.S.A.

            


    

     

    
      	1.1.7
               	
              “Aradigm
                License”
                means the license agreement dated December 8, 2004 between Aradigm
                and
                INEX.

            


    

     

    
      	1.1.8
               	
              “Assessed
                Value”
                shall have the meaning set forth in Section
                3.6.6(b).

            


    

     

    
      	1.1.9
               	
              “Assigned
                Patents”
                mean the MD Anderson Patents listed in Exhibit
                1.1.9
                attached hereto.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	1.1.10  	
              “Bankruptcy
                Action”
                shall have the meaning set forth in Section
                14.3.3.

            


    

     

    
      	1.1.11
               	
              “BCCA”
                means the British Columbia Cancer
                Agency.

            


    

     

    
      	1.1.12  	
              “BCCA
                Agreements”
                means the Research Project Agreement between INEX (formerly Lipex
                Pharmaceuticals, Inc.) and the British Columbia Cancer Agency dated
                February 25, 1993 and terminated May 6, 2002.

            


    

     

    
      	1.1.13  	
              “BCCA
                Patents”
                means:

            


    

     

    
      	(a)  	
              the
                egg sphingomyelin patents assigned by the BCCA to INEX;
                and

            


    

     

    
      	(b)  	
              any
                and all counterparts of the foregoing, including all divisionals,
                provisionals, non-provisionals, and continuations, and all patents
                issuing
                on any of the foregoing and any foreign counterparts thereof, together
                with all registrations, reissues, re-examinations, supplemental protection
                certificates, additions, renewals or extensions thereof and any foreign
                counterparts thereof;

            


    

     

    that
      are
      subject to the rights of:

     

    
      	(c)  	
              the
                BCCA (including royalty rights) under the terms and conditions of
                the BCCA
                Agreements;

            


    

     

    
      	(d)  	
              INEX
                (including milestone, Licensing/Sublicensing Revenue and royalty
                rights)
                under the terms and conditions of this Agreement;
                and

            


    

     

    
      	(e)  	
              Aradigm
                under the terms and conditions of the Aradigm
                License.

            


    

     

    
      	1.1.14
               	
              “Business
                Day”
                means any day other than a day which is a Saturday, a Sunday or a
                statutory holiday in British Columbia
                or
                California.

            


    

     

    
      	1.1.15  	
              “Calendar
                Quarter”
                means each of the three-month periods ending on March 31, June 30,
                September 30 or December 31.

            


    

     

    
      	1.1.16
               	
              “cGMP
                Requirements”
                means the current Good Manufacturing Practices standards required
                by the
                FDA (as set forth in the FDCA), the Therapeutic Products Directorate
                Organization of Health Canada ("TPD"),
                and the European Medicines Evaluation Agency ("EMEA")
                and any other jurisdiction as mutually agreed between the Parties
                together
                with their applicable regulations, policies or guidelines which are
                in
                effect for the manufacture and testing of pharmaceutical materials,
                active
                ingredients, or excipients for use in Phase I, Phase II, and Phase
                III
                clinical trials, as applicable.

            


    

     

    
      	1.1.17  	
              “Clinical
                Activity”
                and “Clinical
                Activities”
                mean any one or more of the activities associated with drug testing
                in
                humans, including trial design and execution, payment of investigators’,
                institutional, and contractors’ fees, drug distribution and
                accountability, analytical testing, data management, statistical
                analysis,
                adverse event reporting, and scientific publication, performed in
                pursuit
                of the Development and Commercialization of a
                Product.

            


    

     

    
      	1.1.18
               	
              “Clinical
                Trial Material”
                means labeled and packaged Sphingosomal Vincristine, Sphingosomal
                Vinorelbine and/or Sphingosomal Topotecan, and any component(s) thereof,
                used or to be used, in clinical
                trials.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	1.1.19  	
              “Closing
                Payment”
                means an aggregate of One Million Five Hundred Thousand Dollars
                ($1,500,000) in funds held in escrow paid by Hana to INEX pursuant
                to the
                terms and conditions of the Transaction
                Agreement.

            


    

     

    
      	1.1.20
               	
              “Closing
                Shares”
                means the number of shares of Common Stock determined by dividing Ten
                Million Dollars ($10,000,000) by the FMV of the Common Stock as of
                March 16, 2006, paid by Hana to INEX pursuant to the terms and conditions
                of the Transaction Agreement.

            


    

     

    
      	1.1.21  	
              “Commercialize”
                and “Commercialization”
                mean the activities customarily associated with sales of pharmaceutical
                products including without limitation, DDMAC Activities, price and
                reimbursement negotiations, pre-launch and launch activities, marketing,
                sales, distribution, post-approval Clinical Activities, the development,
                prosecution, registration and maintenance of trademarks, trade names
                and
                domain names, and Pharmacovigilance in each country in the
                Territory.

            


    

     

    
      	1.1.22  	
              “Commercially
                Reasonable Efforts”
                means those efforts and resources that Hana would use were it developing,
                promoting and detailing its own pharmaceutical products which are
                of
                similar market potential as the Products, taking into account product
                labeling, market potential, past performance, economic return, the
                regulatory environment and competitive market conditions in the
                therapeutic area, all as measured by the facts and circumstances
                at the
                time such efforts are due.

            


    

     

    
      	 1.1.23  	
              “Common
                Stock”
                means the common stock of Hana, par value $0.001 per
                share.

            


    

     

    
      	1.1.24  	
              “Confidential
                Information”
                means all information, knowledge or
                data:

            


    

     

    
      	(a)  	
              of
                an intellectual, technical, scientific or industrial nature, patentable
                or
                otherwise, in which a Party has a proprietary or ownership interest,
                including, without limitation, technical data, drawings, photographs,
                scans, specifications, standards, analytical methods, techniques,
                manuals,
                reports, formulas, compilations, processes, information, lists, trade
                secrets, computer software, programs, devices, equipment, concepts,
                inventions, designs, and know-how (including
                Technology);

            


    

     

    
      	(b)  	
              pertaining
                to the business and affairs of a Party, including, without limitation,
                financial information, marketing, manufacturing and commercial strategies,
                patent positioning, business plans, strategies and developments,
                including
                any negative developments; or

            


    

     

    
      	(c)  	
              provided
                or disclosed to a Party by Third Parties subject to restrictions
                on use or
                disclosure, whether oral or written, furnished by the disclosing
                Party to
                the receiving Party or any of its Representatives, whether furnished
                or
                prepared before or after the Effective Date of the Definitive Agreements,
                and includes all analyses, compilations, data, studies, reports or
                other
                documents based upon or including any of such information, data or
                knowledge and, in all cases, all copies and tangible embodiments
                thereof,
                in whatever form or medium;

            


    

     

    provided
      that Confidential Information shall not include such information
      which:

     

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(a)  	
              can
                be demonstrated by the receiving Party by written record to have
                been
                known or otherwise available to the receiving Party prior to the
                disclosure by the disclosing Party;

            


    

     

    
      	(b)  	
              can
                be demonstrated by the receiving Party by written record to have
                been in
                the public domain at the time of
                disclosure;

            


    

     

    
      	(c)  	
              after
                disclosure, can be demonstrated by the receiving Party by written
                record
                to have subsequently become part of the public domain other than
                as a
                consequence of a breach of this Confidential Disclosure Agreement
                by the
                receiving Party or its
                Representatives;

            


    

     

    
      	(d)  	
              after
                disclosure, can be demonstrated by the receiving Party by written
                record
                to have been subsequently provided to the receiving Party by a Third
                Party, but only to the extent that the receiving Party can demonstrate
                that such disclosure does not violate any obligations of the Third
                Party
                to the disclosing Party; or

            


    

     

    
      	(e)  	
              the
                receiving Party can demonstrate by written records results from research
                and development activity conducted by the receiving Party or any
                of its
                Affiliates independently and in advance of disclosure by the other
                Party
                thereof.

            


    

     

    A
      specific disclosure shall not be deemed to be within the above exceptions,
      merely because they are embraced by general disclosures within the above
      exceptions, and any combination of features shall not be deemed within the
      above
      exceptions merely because individual features are within the above exceptions.
      

     

    
      	1.1.25  	
              “Damages”
                means any losses, liabilities, obligations, damages, penalties, fines,
                claims, demands, actions, suits, costs and expenses of any nature
                whatsoever, excluding indirect, special or consequential damages,
                but
                including, without limitation, legal fees, charges and disbursements,
                and
                the indirect, special or consequential damages of Third Parties for
                which
                a Party, INEX Indemnitees or Hana Indemnitees, as the case may be,
                is
                responsible.

            


    

     

    
      	1.1.26  	
              “DDMAC
                Activities”
                mean all activities performed in accordance with the requirements
                of the
                Division of Drug Marketing, Advertising and Communications, Center
                for
                Drug Evaluation and Research of the FDA, and the Office of the Inspector
                General of the Department of Health and Human Services of the United
                States.

            


    

     

    
      	1.1.27  
              	
              “Definitive
                Agreements”
                mean the Asset Purchase Agreement, Elan Assignment and Novation Agreement,
                License Agreement, Service Agreement, UBC Sublicense Agreement;
                Transaction Agreement, and Registration Rights
                Agreement.

            


    

     

    
      	1.1.28
               	
              “Designated
                EU States”
                means any one of Germany, the United Kingdom, Italy, France or
                Spain.

            


    

     

    
      	1.1.29  	
              “Develop”
                and “Development”
                means:

            


    

     

    
      	(a)  	
              all
                activities set forth in the Development Plan;
                and

            


    

     

    
      	(b)  	
              all
                activities necessary to obtain and maintain Regulatory Approvals
                in each
                country in the Territory, including Clinical Activities, Regulatory
                Activities, Technical Transfer and Manufacturing
                activities.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	1.1.30
               	
              “Development
                Plan”
                means the development plan for seeking Regulatory Approvals for each
                Product in the Territory during the initial twelve (12) months following
                the Effective Date of the Definitive Agreements, together with a
                corresponding budget accounting for the anticipated costs to be expended
                or incurred by Hana in conducting the Development. The Development
                Plan
                and any amendments thereto adopted in accordance with Article 4 will
                form
                a part of this Agreement.

            


    

     

    
      	1.1.31  	
              “Discontinued
                Patent”
                shall have the meaning set forth in Section
                8.5.3.

            


    

     

    
      	1.1.32
               	
              “Dispute”
                shall have the meaning set forth in Section
                13.1.1.

            


    

     

    
      	1.1.33  
              	
              “Dollars”
                or “$”
                shall mean the lawful money of the United States of
                America.

            


    

     

    
      	1.1.34
               	
              “Effective
                Date of the Definitive Agreements”
                means May 6, 2006.

            


    

     

    
      	1.1.35
               	
              “Excess
                Amount”
                shall have the meaning set forth in Section
                9.2.6.

            


    

     

    
      	1.1.36
               	
              “Fair
                Market Value”
                for the purposes of Sections 1.1.69 and 1.1.56, means the highest
                price,
                expressed in dollars, that an asset (whether tangible or intangible)
                would
                bring in an open and unrestricted market, between a willing buyer
                and a
                willing seller who are both knowledgeable, informed, and prudent,
                and who
                are acting independently of each
                other.

            


    

     

    
      	1.1.37  	
              “FDA”
                means the Food and Drug Administration of the United States of
                America.

            


    

     

    
      	1.1.38
               	
              “FMV”
                means the quotient resulting from dividing (A) the sum of the value
                of all
                trades for each of the twenty (20) trading days immediately preceding
                the
                FMV reference date, by (B) the aggregate volume of all trades of
                shares of
                Common Stock during such twenty trading day period, in each case
                as
                reported in the principal exchange or stock market on which the Common
                Stock is then listed. 

            


    

     

    
      	1.1.39  	
              “FTE
                Rate”
                means the fully burdened rate established by INEX for the services
                of a
                INEX employee or consultant providing IP Services which for the first
                year
                from the Effective Date of the Definitive Agreements, is $[***] based
                on
                1,800 employee hours per year, or pro-rata portion thereof; provided
                however, that on each anniversary of the Effective Date of the Definitive
                Agreements, the FTE Rate shall be adjusted by a percentage equal
                to the
                net change in the Consumer Price Index (All Items) for the province
                of
                British Columbia for the twelve (12) month period ending with December
                of
                the calendar year immediately preceding such anniversary
                date.

            


    

     

    
      	1.1.40  	
              “GCP
                Requirements”
                or “Good
                Clinical Practices”
                means the then current standards for clinical trials for pharmaceuticals
                as required by the FDA, the TPD and the equivalent Regulatory Authority
                elsewhere in the Territory and as applicable, the policies and guidelines
                of the International Conference on Harmonization in effect for the
                clinical testing of pharmaceutical
                materials.

            


    

     

    
      	1.1.41
               	
              “GLP
                Requirements”
                or “Good
                Laboratory Practices”
                means the current Good Laboratory Practices standards required by
                the FDA,
                the TPD and the equivalent Regulatory Authority elsewhere in the
                Territory
                in effect for the testing of pharmaceutical materials as applied
                to raw
                materials and finished products.

            


    

     

    
      	1.1.42  	
              “Hana
                Field”
                means all uses of the Products.

            


    

     

    
      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION.

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	            1.1.43  	
              “Hana
                Indemnitees”
                shall have the meaning set forth in Section
                12.2.

            


    

     

    
      	1.1.44  	
              “Hana
                Intellectual Property”
                means:

            


    

     

    
      	(a)  	
              all
                Intellectual Property Rights patents and patent applications (whether
                complete or incomplete or whether filed or unfiled), including
                registrations, in any jurisdiction world-wide, as well as any patents
                and
                patent applications to which Hana has accepted an assignment or license
                during the term of this Agreement; and


            


    

     

    
      	(b)  	
              all
                Confidential Information owned or controlled by Hana at any time
                during
                the Term of this Agreement.

            


    

     

    
      	1.1.45  	
              “IND”
                means an Investigational New Drug application in accordance with
                the rules
                and regulations of the FDA.

            


    

     

    
      	1.1.46  	
              “Indemnitee”
                shall have the meaning set forth in Section
                12.3.

            


    

     

    
      	1.1.47  	
              “Indemnitor”
                shall have the meaning set forth in Section
                12.3.

            


    

     

    
      	1.1.48  	
              “INEX
                Indemnitees”
                shall have the meaning set forth in Section
                12.1.

            


    

     

    
      	1.1.49  	
              “Intellectual
                Property Rights”
                means all intellectual property rights subject to protection by
                intellectual property laws in any country of the world, arising under
                statutory or common law, contract, or otherwise, and whether or not
                perfected, including without limitation, all (a) patents, reissues
                of and
                re-examined patents, and patent applications, whenever filed and
                wherever
                issued, including without limitation, continuations,
                continuations-in-part, substitutes and divisions of such applications
                and
                all priority rights resulting from such applications; (b) rights
                associated with works of authorship including without limitation
                copyrights, moral rights, copyright applications, copyright registrations,
                synchronization rights, mask work rights, mask work applications,
                mask
                work registrations; (c) rights associated with trademarks, service
                marks,
                trade names, logos, trade dress, goodwill and the applications for
                registration and registrations thereof; (d) rights relating to the
                protection of trade secrets and confidential information (e) rights
                analogous to those set forth in this Section and any and all other
                proprietary rights relating to intangible property; and (f) divisions,
                continuations, renewals, reissues and extensions of the foregoing
                (as and
                to the extent applicable) now existing, hereafter filed, issued or
                acquired.

            


    

     

    
      	1.1.50  	
              “IP
                Committee”
                shall have the meaning set forth in Section
                8.1.

            


    

     

    
      	1.1.51  	
              “IP
                Services”
                means such services as Hana deems reasonably necessary, desirable
                or
                helpful to evidence, maintain, protect or enforce Hana’s rights as set
                forth under the Services Agreement, and as further defined in Section
                8.6.2.

            


    

     

    
      	1.1.52  	
              “License”
                means an agreement between Hana and its Affiliate or between Hana
                and a
                Third Party, to whom Hana has granted a license of the rights granted
                by
                INEX to Hana in respect of one or more of the
                following:

            


    

     

    
      	(a)  	
              the
                Assigned Patents; and

            


    

     

    
      	(b)  	
              that
                portion of the Technology that relates to the Assigned
                Patents.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	1.1.53  	
              “License
                Agreement”
                means the License Agreement dated May 6, 2006 between INEX and
                Hana.

            


    

     

    
      	1.1.54  	
              “Licensed
                Patents”
                means all right, title and interest in and to the inventions described
                in:

            


    

     

    
      	(a)  	
              with
                the exception of the Assigned Patents, the patents and patent applications
                existing on the Effective Date of the Definitive Agreements that
                were
                originally assigned to INEX and are listed in Exhibit
                1.1.54
                attached hereto; and

            


    

     

    
      	(b)  	
              any
                and all patents and patent applications assigned or licensed by INEX
                to
                Hana after the effective date of this Agreement and during the Term
                of
                this Agreement that are necessary and useful in the Development or
                Commercialization of the Products, subject to the terms and limitations
                of
                any agreement related to such patents and applications;
                and

            


    

     

    
      	(c)  	
              any
                and all counterparts of the foregoing, including all divisionals,
                provisionals, non-provisionals, and continuations, and all patents
                issuing
                on any of the foregoing and any foreign counterparts thereof, together
                with all registrations, reissues, re-examinations, supplemental protection
                certificates, additions, renewals or extensions thereof and any foreign
                counterparts thereof.

            


    

     

    
      	1.1.55  	
              “Licensee”
                means an Affiliate or Third Party to whom Hana has granted a License.
                Without limiting the generality of the foregoing, a Licensee shall
                be
                deemed to include an Affiliate or Third Party who is granted a License
                hereunder by Hana pursuant to the terms of the outcome or settlement
                of
                any infringement or threatened infringement or threatened infringement
                action. Without limiting the generality of the foregoing, a Licensee
                shall
                be deemed to include any Affiliate or Third Party who is granted
                a License
                hereunder by Hana pursuant to the terms of the outcome or settlement
                of
                any infringement or threatened infringement
                action.

            


    

     

    
      	1.1.56  	
              “Licensing/Sublicensing
                Revenue”
                means all transaction closing payments, milestone payments, license
                fees
                and any other pre-Commercialization payments (excluding royalties,
                sales
                revenue, sales commissions and any monies and proceeds derived from
                the
                sale of licensed or sublicensed Product) payable to, collected or
                received
                by Hana or its Affiliates pursuant to each License or Sublicense
                entered
                into in respect of: 

            


    

     

    
      	(a)  	
              the
                Technology; 

            


    

     

    
      	(b)  	
              the
                Licensed Patents; and/or

            


    

     

    
      	(c)  	
              the
                Assigned Patents.

            


    

     

    Except
      as
      otherwise expressly provided below, “Licensing/Sublicensing Revenue” shall not
      include:

     

    
      	(d)  	
              loans
                to Hana or its Affiliates by a Licensee or Sublicensee relating to
                the
                Patents and Technology, except to the extent that the interest charged
                for
                such loan is less than Fair Market Value (in which case only such
                difference between the interest rate charged to Hana and the interest
                rate
                at Fair Market Value shall constitute Licensing/Sublicensing Revenue)
                or
                to the extent that the principal of a loan is forgiven (in which
                case only
                such forgiven amount shall constitute Licensing/Sublicensing Revenue);
                or

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(e)  	
              equity
                investments in Hana by a Licensee or Sublicensee, or equity of the
                Licensee or Sublicensee relating to the Patents and Technology, except
                to
                the extent that such investment are made at greater than Fair Market
                Value
                (in which case only the excess premium shall constitute
                Licensing/Sublicensing Revenue). For the purposes of this Section,
                if the
                shares of either Hana or its Licensee or Sublicensee are not listed
                on any
                stock exchange, the Fair Market Value shall be based on the price
                at which
                shares of either Hana or its Licensee or Sublicensee, as the case
                may be,
                have been issued to investors (who are not industry-related strategic
                investors or collaborative research partners) in the then most recent
                bona
                fide arm’s length private placement financing completed within the
                preceding twelve (12) months having gross proceeds of at least Ten
                Million ($10,000,000). If no such private placement financing has
                been completed, the Parties shall appoint a mutually acceptable Person
                as
                an independent evaluator, and if the Parties cannot agree on an evaluator,
                the Fair Market Value shall be determined as provided in Article
                13;
                or

            


    

     

    
      	(f)  	
              An
                exchange of rights, assets, liabilities or other interest of any
                kind,
                except to the extent that the economic benefit conferred upon Hana
                or its
                Affiliates by reason of such exchange exceeds the Fair Market Value
                of the
                consideration which would have been paid by Hana or its Affiliates
                for
                such rights, assets, liabilities or interests, as determined by:
                (i) the
                mutual agreement of the Parties following the application of U.S.
                GAAP, or
                failing mutual agreement; (ii) the binding decision of a mutually
                appointed independent Third Party banker or valuator familiar with
                the
                pharmaceutical industry.

            


    

     

    For
      the
      avoidance of doubt, and without limiting the generality of the foregoing,
“Licensing/Sublicensing Revenue” shall include any Development funding in excess
      of Hana’s true Development costs, whether measured: (i) as an FTE rate in excess
      of Hana’s actual FTE rate; (ii) as project funding in excess of Hana’s actual
      project cost; (iii) as a premium on any pass-through costs incurred by Hana;
      or
      (iv) as a premium or rate charged in excess of any of Hana’s actual costs
      incurred in Development.

     

    
      	1.1.57  	
              “Litigating
                Party”
                shall have the meaning set forth in Section
                9.2.5.

            


    

     

    
      	1.1.58  	
              “Major
                Markets”
                means the countries of the United States of America, Germany, the
                United
                Kingdom, Italy, France, Spain.

            


    

     

    
      	1.1.59  	
              “Manufacture”,
                “Manufactured”
                and “Manufacturing”
                means all or a portion of the activities of Hana, INEX, its Affiliates
                or
                their respective Third Party contractors associated with the
                manufacturing, filling, sampling, testing, handling, labeling, packaging
                and storage of Material and all
                work-in-progress.

            


    

     

    
      	1.1.60  	
              “Marqibo”
                is Hana’s trade name for Sphingosomal
                Vincristine.

            


    

     

    
      	1.1.61  	
              “Material”
                means all compounds, materials, substances, components or consumables
                sourced or Manufactured by INEX, Hana or any of their respective
                Third
                Party contractors to produce Clinical Trial Material
                (including Clinical Trial Material), and Product for commercial sale,
                but
                excluding machinery and equipment.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	1.1.62  	
              “Maximum
                Issuance Amount”
                shall have the meaning set forth in Section
                3.4.

            


    

     

    
      	1.1.63  	
              “MD
                Anderson”
                means the University of Texas MD Anderson Cancer
                Center.

            


    

     

    
      	1.1.64  	
              “MD
                Anderson Assignment and Novation Agreement”
                means the Assignment and Novation Agreement between MD Anderson,
                INEX and
                Hana to effect the assignment by INEX to Hana of the MD Anderson
                License.

            


    

     

    
      	1.1.65  	
              “MD
                Anderson License”
                means the Patent and Technology License Agreement made as of February
                14,
                2000 between the Board of Regents of the University of Texas System
                on
                behalf of the University of Texas MD Anderson Cancer Center and INEX,
                amended as of August 15, 2000.

            


    

     

    
      	1.1.66  	
              “MD
                Anderson Patents”
                means the Sarris Patents and Thomas Patents.


            


    

     

    
      	1.1.67  	
              “Method
                Transfer”
                means, in respect of the Services, the transfer by INEX and/or INEX’s
                Third Party contractors to Hana, Hana’s Third Party contractors and/or
                INEX’s Third Party contractors, of the methods for the testing of Material
                pursuant to Method Transfer protocols mutually agreed between the
                Parties,
                and shall include, without limitation, performance of Method Transfer
                qualification.

            


    

     

    
      	1.1.68  	
              “NDA”
                means a New Drug Application in accordance with the rules and regulations
                of the FDA.

            


    

     

    
      	1.1.69  	
              “Net
                Sales”
                means the aggregate United States dollar equivalent of gross revenues
                invoiced by Hana and its Affiliates and Licensees and Sublicensees
                from or
                on account of the sale of Product to Third Parties, in any given
                calendar
                year, less deductions actually allowed or specifically allocated
                to
                Product and actually incurred by Hana or its Affiliates or Licensees
                or
                Sublicensees using US GAAP and reasonable practices with respect
                to sales
                of all Product, consistently applied, for the
                following:

            


    

     

    
      	(a)  	
              credits
                or allowances, if any, actually granted on account of recalls, rejection
                or return of Product;

            


    

     

    
      	(b)  	
              insurance,
                freight or other transportation costs incurred in shipping Product
                to such
                Third Parties; and

            


    

     

    
      	(c)  	
              excise
                taxes, sales taxes, value added taxes, consumption taxes, customs
                and
                other duties or other taxes or other governmental charges imposed
                upon and
                paid or allowed with respect to the production, importation, use
                or sale
                of Product (excluding income or franchise taxes of any kind);
                (collectively, the “Permitted
                Deductions”).
                The foregoing definition is subject to the
                following:

            


    

     

    
      	(d)  	
              no
                deductions shall be made for any item of cost incurred by Hana, its
                Affiliates or Licensees or Sublicensees in preparing, Manufacturing,
                shipping or selling Product except as permitted pursuant to Sections
                1.1.69(a), 1.1.69(b) and 1.1.69(c)
                inclusive;

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(e)  	
              Net
                Sales shall not include transfer between any of Hana and any of its
                Affiliates or Licensees or Sublicensees for resale, but Net Sales
                shall
                include the subsequent final sales to Third Parties by such Affiliates
                or
                Licensees or Sublicensees;

            


    

     

    
      	(f)  	
              Fair
                Market Value shall be assigned to any and all non-cash consideration
                such
                as but not limited to any credit, barter, benefit, advantage or concession
                received by Hana or its Affiliates or Licensees or Sublicensees in
                payment
                for sale of Product;

            


    

     

    
      	(g)  	
              as
                used in this definition, a “sale” shall have occurred when Product are
                billed out or invoiced; 

            


    

     

    
      	(h)  	
              notwithstanding
                anything herein to the contrary, the following shall not be considered
                a
                sale of Product under this
                Agreement:

            


    

     

    
      	(i)  	
              the
                transfer of a Product to a Third Party without consideration to Hana
                in
                connection with the development or testing of a Product;
                or

            


    

     

    
      	(ii)  	
              the
                transfer of a Product to a Third Party without consideration in connection
                with the marketing or promotion of the Product (e.g.,
                samples).

            


    

     

    
      	1.1.70  	
              “Non-Abandoning
                Party”
                shall have the meaning set forth in Section
                8.5.1.

            


    

     

    
      	1.1.71  	
              “Non-Competition
                Terms”
                means the terms and conditions contained in Article 7 of the Transaction
                Agreement between the Parties dated May 6,
                2006.

            


    

     

    
      	1.1.72  	
              “Non-litigating
                Party”
                shall have the meaning set forth in Section
                9.2.5.

            


    

     

    
      	1.1.73  	
              “Notice
                of Abandonment”
                shall have the meaning set forth in Section
                8.5.1.

            


    

     

    
      	1.1.74  	
              “Party”
                means INEX or Hana and “Parties”
                means INEX and Hana.

            


    

     

    
      	1.1.75  	
              “Patents”
                means the Licensed Patents and the Assigned
                Patents.

            


    

     

    
      	1.1.76  	
              “Person”
                means and includes any individual, corporation, partnership, firm,
                joint
                venture, syndicate, association, trust, government body, and any
                other
                form of entity or organization.

            


    

     

    
      	1.1.77  	
              “Pharmacovigilance”
                means all the activities associated with maintaining an effective
                drug
                safety monitoring system and adverse events reporting system in compliance
                with the requirements of Regulatory
                Authorities.

            


    

     

    
      	1.1.78  	
              “Prime
                Rate”
                means the prime or equivalent rate quoted by the Bank of Canada from
                time
                to time.

            


    

     

    
      	1.1.79  	
              “Product”
                means any one or more of Sphingosomal Vincristine, Sphingosomal
                Vinorelbine, and Sphingosomal
                Topotecan.

            


    

     

    
      	1.1.80  	
              “Publishing
                Party”
                shall have the meaning set forth in Section
                10.4.1.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	1.1.81  	
              “QA”
                means Quality Assurance, being that part of each management system,
                within
                Hana and INEX separately, having responsibility for assuring the
                quality
                of Material and Manufacturing in respect of compliance with Regulatory
                Requirements.

            


    

     

    
      	1.1.82  	
              “QC”
                means Quality Control, being that part of each management system,
                within
                Hana and INEX separately, having responsibility for quality control
                testing of Material in respect of compliance with Regulatory
                Requirements.

            


    

     

    
      	1.1.83  	
              “Registrational
                Clinical Trial”
                means any one of a Phase III clinical trial or pivotal Phase II clinical
                trial conducted in furtherance of Regulatory
                Approvals.

            


    

     

    
      	1.1.84  	
              “Regulatory
                Activity”
                and “Regulatory
                Activities”
                mean any one or more of the regulatory activities to be performed
                by Hana,
                its Licensees, Sublicensees, or their respective Representatives
                in
                pursuit of the Development of each Product, including writing,
                translation, compilation, notification, submission, filing, defense,
                maintenance and renewal of Regulatory Approvals and payment of fees
                associated therewith, and meeting with Regulatory
                Authorities.

            


    

     

    
      	1.1.85  	
              “Regulatory
                Approvals”
                means all necessary and appropriate regulatory approvals which must
                be
                obtained before placing each Product on the market in any country
                in the
                Territory in which such approval is required, including without
                limitation, INDs, NDAs, and any other comparable terms as applicable
                with
                regard to any such approvals in any other country in the
                Territory.

            


    

     

    
      	1.1.86  	
              “Regulatory
                Authorities”
                means the FDA and any other like governmental authorities, whether
                federal, provincial, state or municipal, regulating the manufacture,
                importation, distribution, marketing, clinical testing and/or sale
                of
                therapeutic substances in the
                Territory.

            


    

     

    
      	1.1.87  	
              “Regulatory
                Requirements” means
                Applicable Laws and all rules, regulations and guidances in respect
                of QC
                and QA procedures and processes, manufacturing and production batch
                records (including the master production record), packaging, handling,
                storage, delivery and retention of raw material and finished product
                samples and associated support data, and all licenses, certificates,
                authorizations or requirements from Regulatory Authorities in the
                Territory, including but not limited to cGMP Requirements in respect
                of
                the Manufacture of Material.

            


    

     

    
      	1.1.88  	
              “Regulatory
                Submission”
                means any submission or filing made in furtherance of obtaining and
                maintaining any Regulatory
                Approvals.

            


    

     

    
      	1.1.89  	
              “Representatives”
                means, in respect of a Person, that Person’s Affiliates and their
                respective directors, officers, employees, consultants, subcontractors,
                licensees or sublicensees (including Licensees and Sublicensees)
                as the
                case may be, agents, representatives and other persons acting under
                their
                authority.

            


    

     

    
      	1.1.90  	
              “Royalty-free
                License”
                means a license granted by Hana to INEX for any and all uses of the
                MD
                Anderson Patents outside the Hana Field in respect of which: 

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(a)  	
              subject
                to Section 1.1.90(b), a fully paid up, royalty-free license;
                and

            


    

     

    
      	(b)  	
              INEX
                unconditionally, absolutely and irrevocably agrees with Hana to continue
                to remain liable for royalty payments to MD Anderson under the MD
                Anderson
                License in respect of INEX’s use of the MD Anderson Patents outside the
                Hana Field.

            


    

     

    
      	1.1.91  	
              “Sarris
                Patents”
                means:

            


    

     

    
      	(a)  	
              the
                Sarris patents and patent applications jointly owned by MD Anderson
                and
                INEX, as set forth in Exhibit
                1.1.91;
                and

            


    

     

    
      	(b)  	
              any
                and all counterparts of the foregoing, including all divisionals,
                provisionals, non-provisionals, and continuations, and all patents
                issuing
                on any of the foregoing and any foreign counterparts thereof, together
                with all registrations, reissues, re-examinations, supplemental protection
                certificates, additions, renewals or extensions thereof and any foreign
                counterparts thereof;

            


    

     

    that
      are
      subject to the rights of:

     

    
      	(c)  	
              MD
                Anderson (including annual fees and royalty rights to MD Anderson)
                under
                the terms and conditions of the MD Anderson License;
                and

            


    

     

    
      	(d)  	
              INEX
                (including milestone, Licensing/Sublicensing Revenue and royalty
                rights)
                under the terms and conditions of this
                Agreement.

            


    

     

    
      	1.1.92  	
              “Service
                Agreement”
                means the Service Agreement entered into between INEX and Hana dated
                May
                3, 2006 and effective as of April 3,
                2006.

            


    

     

    
      	1.1.93  	
              “Sphingosomal
                Topotecan”
                means a liposome that includes sphingomyelin and cholesterol and
                contains
                encapsulated topotecan, wherein the sphingomyelin comprises less
                than 20%
                dihydrosphingomyelin.

            


    

     

    
      	1.1.94  	
              “Sphingosomal
                Topotecan R&D Expenses”
                shall have the meaning set forth in Section
                3.3.4.

            


    

     

    
      	1.1.95  	
              “Sphingosomal
                Vincristine”
                means a liposome that includes sphingomyelin and cholesterol and
                contains
                encapsulated vincristine, wherein the sphingomyelin comprises less
                than
                20% dihydrosphingomyelin.

            


    

     

    
      	1.1.96  	
              “Sphingosomal
                Vincristine NDA”
                shall have the meaning set forth in Section
                3.1.1.

            


    

     

    
      	1.1.97  	
              “Sphingosomal
                Vincristine R&D Expenses” shall
                have the meaning set forth in Section
                3.1.4

            


    

     

    
      	1.1.98  	
              “Sphingosomal
                Vinorelbine”
                means a liposome that includes sphingomyelin and cholesterol and
                contains
                encapsulated vinorelbine, wherein the sphingomyelin comprises less
                than
                20% dihydrosphingomyelin.

            


    

     

    
      	1.1.99  	
              “Sphingosomal
                Vinorelbine R&D Expenses” shall
                have the meaning set forth in Section
                3.2.4.

            


    

     

    
      	1.1.100  	
              “Sublicense”
                means an agreement between: 

            


    

     

    
      	(a)  	
              a
                Licensee and a Person to whom such Licensee has granted a sublicense
                of
                the rights granted under the License;
                and

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(b)  	
              an
                agreement between Hana and its Affiliate or between Hana and a Third
                Party, to whom Hana has granted a sublicense of the rights granted
                by INEX
                to Hana in respect of one or more of the
                following:

            


    

     

    
      	(i)  	
              the
                Licensed Patents; and

            


    

     

    
      	(ii)  	
              that
                portion of the Technology that relates to the Licensed
                Patents.

            


    

     

    
      	1.1.101  	
              “Sublicensee”
                means a Person to whom a Licensee has granted a Sublicense and a
                Person to
                whom Hana has granted a Sublicense. Without limiting the generality
                of the
                foregoing, a Sublicensee shall be deemed to include any Person who
                is
                granted a Sublicense hereunder pursuant to the terms of the outcome
                or
                settlement of any infringement or threatened infringement or threatened
                infringement action.

            


    

     

    
      	1.1.102  	
              “Technical
                Transfer”
                means the transfer by INEX and/or INEX’s Third Party contractors to Hana,
                Hana’s Third Party contractors and/or INEX’s Third Party contractors of
                those aspects of the Technology necessary and useful for the Manufacture
                of Material, and includes Method
                Transfer.

            


    

     

    
      	1.1.103  	
              “Technology”
                includes:

            


    

     

    
      	(a)  	
              all
                technical information and know-how relating to the technology claimed
                in
                the Patents in the Hana Field, including without limitation all such
                information as is described in certain of the laboratory notebooks
                enumerated in Exhibit
                1.1.103 attached
                hereto; and

            


    

     

    
      	(b)  	
              all
                Confidential Information possessed by INEX on the Effective Date
                of the
                Definitive Agreements pertaining to the Products in the Hana Field
                in
                data, drawings, formulae, know-how, unpatented inventions, manufacturing
                information, specifications, product design histories, technical
                dossiers,
                regulatory records, quality system documentation, whether protectable
                or
                not as trade secrets or otherwise including, without limitation,
                standard
                operating procedures, technical reports, synthetic protocols,
                manufacturing protocols, animal protocols, invention disclosures,
                manufacturing records, process development data, formulation records,
                biological, chemical, pharmacological, toxicological assay results,
                controls, clinical testing data, IND data and histology
                slides.

            


    

     

    
      	1.1.104  	
              “Term”
                shall have the meaning set forth in Section
                14.1.

            


    

     

    
      	1.1.105  	
              “Territory”
                means all of the countries and territories of the
                world.

            


    

     

    
      	1.1.106  	
              “Third
                Party(ies)”
                means any Person(s) other than INEX or Hana or any of their respective
                Affiliates.

            


    

     

    
      	1.1.107  	
              “Thomas
                Patents”
                means

            


    

     

    
      	(a)  	
              the
                Thomas patent applications owned by INEX as set forth in Exhibit
                1.1.9
                attached hereto; and

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(b)  	
              any
                and all counterparts of the foregoing, including all divisionals,
                provisionals, non-provisionals, and continuations, and all patents
                issuing
                on any of the foregoing and any foreign counterparts thereof, together
                with all registrations, reissues, re-examinations, supplemental protection
                certificates, additions, renewals or extensions thereof and any foreign
                counterparts thereof;

            


    

     

    subject
      to the rights of:

     

    
      	(c)  	
              MD
                Anderson (including annual fees and royalty rights) under the terms
                and
                conditions of the MD Anderson License;
                and

            


    

     

    
      	(d)  	
              INEX
                (including milestone, Licensing/Sublicensing Revenue and royalty
                rights)
                under the terms and conditions of this
                Agreement.

            


    

     

    
      	1.1.108  	
              “Transaction
                Agreement”
                means the Transaction Agreement dated May 6, 2006 between Hana and
                INEX.

            


    

     

    
      	1.1.109  	
              “US
                GAAP”
                means generally accepted accounting principles applied in the United
                States of America.

            


    

     

    
      	1.1.110  	
              “Valid
                Claim”
                means either:

            


    

     

    
      	(a)  	
              a
                claim of an issued and unexpired patent which has not been held
                unenforceable, unpatentable or invalid by a court or other governmental
                agency of competent jurisdiction, and which has not been admitted
                to be
                invalid or unenforceable through reissue, disclaimer or otherwise;
                or

            


    

     

    
      	(b)  	
              a
                claim in a patent application, provided that if such pending claim
                has not
                issued as a claim of an issued patent within seven (7) years after
                the
                filing date of such patent application, such pending claim shall
                not be a
                Valid Claim for purposes of this
                Agreement.

            


    

     

     

    In
      the
      event that a claim of an issued patent is held by a court or other governmental
      agency of competent jurisdiction to be unenforceable, unpatentable or invalid,
      and such holding is reversed on appeal by a higher court or agency of competent
      jurisdiction, such claim shall be reinstated as a Valid Claim hereunder,
      effective as of the date of such reinstatement.

     

    
      1.2  Other
        Definitions

    

     

    Any
      words
      defined elsewhere in this Agreement shall have the particular meaning assigned
      to the words thereto.

     

    Article
      2  PATENT
      AND TECHNOLOGY

     

    
      2.1  Amendment
        of License Agreement

    

     

    
      	2.1.1  	
              Subject
                to the terms and conditions of this Agreement, the Parties hereby
                agree:

            


    

     

    
      	(a)  	
              to
                terminate:

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(i)  	
              the
                exclusive license by INEX to Hana under the MD Anderson Patents,
                subject
                to the terms and conditions set forth in the MD Anderson License,
                to make,
                have made, use, sell, offer for sale, import, and have imported Products
                in the Hana Field within the Territory;
                and

            


    

     

    
      	(ii)  	
              the
                exclusive license by Hana to INEX under the Hana Intellectual Property,
                subject to the terms and conditions of the License Agreement, to
                make,
                have made, use, sell, offer for sale, import, and have imported products
                outside the Hana Field; and 

            


    

     

    
      	(b)  	
              to
                affirm INEX’s grant to Hana, and Hana’s acceptance,
                of:

            


    

     

    
      	(i)  	
              an
                exclusive license under the Licensed Patents to make, have made,
                use,
                sell, offer for sale, import, and have imported Products in the Hana
                Field
                within the Territory; and

            


    

     

    
      	(ii)  	
              an
                exclusive license to the Technology to make, have made, use, sell,
                offer
                for sale, import, and have imported Products in the Hana Field within
                the
                Territory; and

            


    

     

    
      	(c)  	
              to
                the irrevocable and absolute grant, sale, assignment and conveyance
                by
                INEX to Hana, and Hana’s acceptance
                of:

            


    

     

    
      	(i)  	
              INEX’s
                entire right, title and interest in and to the Thomas Patents subject
                to
                the terms and conditions set forth in the MD Anderson License;
                and

            


    

     

    
      	(ii)  	
              INEX’s
                entire right, title and interest in and to INEX’s joint ownership of the
                Sarris Patents subject to the terms and conditions set forth in the
                MD
                Anderson License;

            


    

     

    subject
      to the provisions of Sections 8.5 and 14.3.

     

    
      	2.1.2  	
              It
                is understood and agreed that the foregoing exclusive licenses in
                Section
                2.2.1(b)
                grant to Hana the rights enumerated to the exclusion of all other
                parties,
                including INEX and its Affiliates.

            


    

     

    
      	2.1.3  	
              It
                is also understood that INEX retains exclusive rights under the Licensed
                Patents and Technology outside the Hana
                Field.

            


    

     

    
      2.2  License
        Grant to INEX

    

     

    
      	2.2.1  	
              Subject
                to the terms and conditions of this Agreement, Hana hereby grants
                to INEX
                and INEX hereby accepts an, irrevocable world-wide, exclusive,
                Royalty-Free License under the MD Anderson Patents to make, have
                made,
                use, sell, offer for sale, import, and have imported products outside
                the
                Hana Field subject only to the provisions of Sections 8.5 (relating
                to
                abandonment, withdrawal or discontinuance of patent protection) and
                14.3
                (relating to termination on
                bankruptcy).

            


    

     

    
      	2.2.2  	
              In
                respect of the license granted by Hana to INEX under Section 2.2.1,
                the
                Parties understand and agree that:

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(a)  	
              except
                as otherwise provided in the MD Anderson License, the foregoing exclusive
                licenses grant to INEX the rights enumerated to the exclusion of
                all other
                parties, including Hana and its Affiliates;
                and

            


    

     

    
      	(b)  	
              Hana
                retains exclusive rights under the Assigned Patents in the Hana
                Field.

            


    

     

    
      	2.2.3  	
              Hana
                hereby grants to INEX a non-exclusive license under the Patents and
                Technology to make, have made, use, import and have imported Products
                solely for non-commercial research, scholarly publication, education,
                or
                other non-commercial purposes.

            


    

     

    
      	2.2.4  	
              Hana
                hereby grants to INEX a non-exclusive license under the Patents and
                Technology to carry out INEX’s activities under the Development Plan and
                Services Agreement.

            


    

     

    
      	2.2.5  	
              Hana
                hereby grants to INEX a worldwide, royalty-free, non-exclusive license
                under the Hana Intellectual Property to make, have made, use, sell,
                offer
                to sell, import, and have imported liposomes and liposomes having
                an
                active agent encapsulated, intercalated or entrapped therein outside
                the
                Hana Field, with the proviso that this grant does not extend
                to:

            


    

     

    
      	(a)  	
              any
                Intellectual Property Rights licensed by Hana prior to the Effective
                Date
                of the Definitive Agreements, except to the extent that such license
                permits Hana to grant such rights to INEX;
                or

            


    

     

    
      	(b)  	
              any
                Hana Intellectual Property directed to the active agent
                itself.

            


    

     

    
      2.3  Compliance
        with Third Party Agreements

    

     

    
      	2.3.1  	
              Subject
                to INEX’s performance of its obligations under this Agreement, and in
                consideration for INEX’s sublicense of the BCCA Patents, Hana
                unconditionally, absolutely and irrevocably covenants and agrees
                with INEX
                as primary obligor, to adopt as Hana’s own obligations every obligation of
                INEX contained or set forth in the BCCA Agreements.
                

            


    

     

    
      	2.3.2  	
              Subject
                to Hana’s performance of its obligations under this Agreement, INEX
                unconditionally, absolutely and irrevocably covenants and agrees
                with Hana
                to: 

            


    

     

    
      	(a)  	
              adopt
                as INEX’s own obligations, the royalty obligations set forth in the MD
                Anderson License to the extent such obligations arise from INEX’s, its
                licensees’ or sublicensees’ use of the MD Anderson Patents outside the
                Hana Field; and

            


    

     

    
      	(b)  	
              to
                continue to comply with INEX’s royalty obligations set forth in the BCCA
                Agreements to the extent such obligations arise from INEX’s, its
                licensees’ or sublicensees’ use of the BCCA Patents outside the Hana
                Field. 

            


    

     

    
      2.4  Licensing
        and Sublicensing

    

     

    
      	2.4.1  	
              With
                respect to the licenses and assignments granted to Hana under Section
                2.1,
                subject to the terms and conditions set out in the BCCA Agreements
                and the
                MD Anderson License and Hana’s assumption of any and all license fees,
                annual fees, milestone payments and royalty obligations set forth
                in this
                Agreement, Hana shall have the right to grant Licenses and Sublicenses
                to
                its Affiliates and to Third
                Parties.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	2.4.2  	
              All
                Licenses and Sublicenses granted under this Section 2.4 shall be
                subject
                to the following:

            


    

     

    
      	(a)  	
              Hana
                will cause each Affiliate so licensed or sublicensed to perform the
                terms
                of this Agreement as if such Affiliate were Hana
                hereunder;

            


    

     

    
      	(b)  	
              each
                Affiliate so licensed or sublicensed shall unconditionally, absolutely
                and
                irrevocably covenant and agree with INEX as primary obligor, to adopt
                as
                its own obligations every obligation of Hana contained or set forth
                in
                this Agreement to the extent pertinent to the scope of such License
                or
                Sublicense;

            


    

     

    
      	(c)  	
              Hana
                unconditionally guarantees the performance of each Affiliate hereunder
                as
                if they were signatories to this Agreement to the extent the performance
                or lack of performance is a breach of this
                Agreement;

            


    

     

    
      	(d)  	
              the
                obligations and liabilities of each Affiliate and Hana under this
                Agreement shall be joint and several and INEX shall not be obliged
                to seek
                recourse against an Affiliate before enforcing its rights against
                Hana.
                For greater certainty it is hereby confirmed that any default or
                breach by
                an Affiliate of any term of this Agreement will also constitute a
                default
                by Hana under this Agreement, and INEX shall be entitled to exercise
                its
                rights hereunder, in addition to any other rights and remedies to
                which
                INEX may be entitled;

            


    

     

    
      	(e)  	
              each
                License and Sublicense shall contain covenants by the Third Party
                Licensee
                and Sublicensee, as the case may be, for the benefit of INEX to observe
                and perform similar terms and conditions to those in this
                Agreement;

            


    

     

    
      	(f)  	
              all
                Licenses and Sublicenses granted by Hana shall be further sublicensable
                or
                assignable without the prior written consent of INEX; provided however,
                that Hana shall not license or sublicense any rights granted herein
                to any
                Person that in whole or in part, either alone or in partnership,
                in
                collaboration or in conjunction with any Person other than INEX,
                whether
                as principal, agent, employee, director, officer, shareholder, licensor
                or
                in any capacity or manner whatsoever, whether directly or indirectly
                manufactures liposomal products without first either: (i) obtaining
                INEX’s
                written consent; or (ii) including in such License or Sublicense,
                as the
                case may be, a provision requiring the Licensee or Sublicense, as
                the case
                may be, to agree that it will not use the Technology for any purpose
                other
                than the Products;

            


    

     

    
      	(g)  	
              in
                the event that Hana becomes aware of a material breach of any such
                License
                or Sublicense by a Third Party Licensee or Sublicensee, Hana shall
                promptly notify INEX of the particulars of same and take all reasonable
                steps to enforce the terms of such License or Sublicense, as the
                case may
                be;

            


    

     

    
      	(h)  	
              within
                ten (10) Business Days after execution of each License or Sublicense,
                as
                the case may be, Hana shall provide INEX with a copy thereof, provided,
                however, that only if Hana is bound by by the terms of an agreement
                which
                predates this Agreement and prohibits Hana from disclosing the financial
                terms of each License or Sublicense, then Hana shall be permitted
                to
                redact the financial terms thereof.
                The terms of each Sublicense Agreement shall be deemed to constitute
                “Confidential Information” of Hana for all purposes of this Agreement, and
                INEX shall not disclose the information contained in such Sublicense
                Agreement to any Third Party except as authorized pursuant to Article
                10
                of
                this Agreement;

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(i)  	
              all
                Licenses and Sublicenses shall terminate upon the termination of
                Hana’s
                rights granted herein unless events of default are cured by Hana
                or its
                Licensee or Sublicensee, as the case may be, within the period for
                the
                cure of default after notification by INEX as provided by the terms
                of
                this Agreement;

            


    

     

    
      	(j)  	
              any
                Licensee who wishes to grant Sublicense or any Sublicensee who wishes
                to
                grant a further sub-Sublicense shall comply with the terms of this
                Section
                as if the further Sublicense or sub-Sublicense, as the case may be,
                were a
                License or Sublicense hereunder, including providing to INEX and
                Hana the
                information described in this Section, and obtaining the consent
                referred
                to in this Section, prior to any execution of any such Sublicense
                or
                sub-Sublicense;

            


    

     

    
      	(k)  	
              all
                Licenses and Sublicenses shall include an obligation for each Licensee
                and
                Sublicensee to account for and report its sales of Product on the
                same
                basis as if such sales were sales of Hana, and INEX shall receive
                compensation in the same amounts as if the sales of Product by the
                Licensee or Sublicensee, as the case may be, were sales of Hana;
                and

            


    

     

    
      	(l)  	
              Hana
                shall remain responsible to INEX for the compliance of each Licensee
                and
                Sublicensee with the financial and other obligations due under this
                Agreement.

            


    

     

    
      	2.4.3  	
              With
                respect to the licenses granted to INEX under Section 2.2, INEX shall
                have
                the right to grant licenses and sublicenses to its Affiliates and
                to Third
                Parties. All licenses and sublicenses will be consistent with the
                terms of
                this Agreement, shall not relieve Hana or INEX of their obligations
                hereunder, and shall incorporate terms and conditions for each of
                INEX’s
                and Hana’s benefit comparable to those set forth in Section 2.4.2
                applicable to Licenses and Sublicenses granted by
                Hana.

            


    

     

    2.5 Payment
      of Taxes

     

    Hana
      shall be responsible for the payment of any federal, provincial, state, local,
      or withholding taxes which may apply to the transactions contemplated by this
      Agreement. Under no circumstances will Hana be responsible for any
      franchise-related taxes or taxes based on INEX’s gross or net
      income.

     

    Article
      3  LICENSE
      FEES, MILESTONES AND ROYALTIES

     

    In
      consideration of the assignments and licenses granted to Hana under this
      Agreement and the disclosure to Hana of INEX’s Confidential Information, and
      subject to the provisions of this Agreement, Hana shall pay to INEX milestone
      payments, license fees and royalties as provided in this Article 3.

     

    The
      payments provided under this Article 3 are in addition to the portion of the
      Closing Payment and Closing Shares attributable to each of Sphingosomal
      Vincristine, Sphingosomal Vinorelbine, and Sphingosomal Topotecan previously
      paid to INEX by Hana pursuant to the Asset Purchase Agreement.

     

    
      3.1  Sphingosomal
        Vincristine.

    

     

    
      	3.1.1  	
              Milestone
                Payments:

            


    

     

    Hana
      shall pay to INEX milestones payments in respect of Sphingosomal Vincristine
      as
      follows:

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(a)  	
              [***]
                Dollars ($[***]) within ten (10) days following the FDA’s acceptance for
                review of an NDA submission by Hana relating to Sphingosomal Vincristine
                (the “Sphingosomal
                Vincristine NDA”),
                which payment shall be satisfied by Hana issuing to INEX a number
                of
                additional shares of Common Stock determined by dividing [***] Dollars
                ($[***]) by the FMV as of the Sphingosomal Vincristine NDA filing
                date;
                provided however, if a Regulatory Submission equivalent to an NDA
                is
                accepted in any of the Designated EU States before the Sphingosomal
                Vincristine NDA is accepted, then [***] (***) the milestone payment
                due
                under this Section 3.1.1(a) will be paid by Hana to INEX immediately
                upon
                the acceptance of that equivalent filing in any of the Designated
                EU
                States, and the remaining balance will be paid by Hana to INEX immediately
                upon the acceptance of the Sphingosomal Vincristine NDA
                by
                the FDA; and

            


    

     

    
      	(b)  	
              [***]
                Dollars ($[***]) within ten (10) days following Hana’s receipt of the
                approval by the FDA of the Sphingosomal Vincristine NDA, which payment
                shall be made by Hana issuing to INEX a number of additional shares
                of
                Common Stock determined by dividing [***] Dollars ($[***]) by the
                FMV as
                of the date of such approval; provided however, if a Regulatory Submission
                equivalent to an NDA is approved in any of the Designated EU States
                before
                the Sphingosomal Vincristine NDA is approved by the FDA, [***] (***)
                the
                milestone payment due under this Section
                3.1.1(b) will be paid by Hana to INEX immediately upon the approval
                of
                that equivalent filing in any of the Designated EU States, and the
                remaining balance will be paid by Hana to INEX immediately upon the
                approval of the Sphingosomal Vincristine NDA by the
                FDA.

            


    

     

    
      	(c)  	
              For
                the avoidance of doubt, each of the milestone payments described
                in
                subparagraphs (a) and (b) of this Section 3.1.1 above represent one-time
                payments to INEX, and shall be due only upon the first occurrence
                of the
                events described in each such subparagraph. For example, the milestone
                payment described in subparagraph (a) above will be due only once,
                following the FDA’s acceptance for review of the Sphingosomal Vincristine
                NDA. No additional milestone payments to INEX shall be due from Hana
                pursuant to subparagraph (a) in connection with any subsequent NDA
                submission by Hana relating to Sphingosomal
                Vincristine.

            


    

     

    3.1.2 Royalties

     

    Hana
      shall pay royalties to INEX based on cumulative Net Sales of Sphingosomal
      Vincristine as follows:

     

    
      	(a)  	
              With
                respect to Net Sales of Sphingosomal Vincristine in the United States,
                a
                royalty equal to the sum of: (i) [***] percent ([***]%) of Net Sales
                in
                consideration of Patents if the Product sold is embraced within any
                Valid
                Claim under the Patents in the United States; (ii) [***] percent
                ([***]%)
                of Net Sales in consideration of, and during any period of Product
                exclusivity provided by the laws of the United States of America,
                including but not limited to marketing exclusivity in the form of
                data
                exclusivity, pediatric exclusivity, and orphan drug designation
                exclusivity; and (iii) [***] percent ([***]) of Net Sales in consideration
                of Technology; provided, however, that the total royalty paid shall
                be
                limited to [***] percent ([***]%) of cumulative Net Sales up to [***]
                Dollars ($[***]), and limited to [***] percent ([***]) of cumulative
                Net
                Sales exceeding [***] Dollars ($[***]); and


            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(b)  	
              With
                respect to Net Sales of Sphingosomal Vincristine in each country
                of the
                Territory other than the United States, a royalty of [***] percent
                ([***]%) of Net Sales in consideration of Patents and Technology;
                provided, however, that the total royalty paid shall be limited to
                [***]
                percent ([***]%) of cumulative Net Sales up to [***] Dollars ($[***]),
                and
                increased to [***] percent ([***]%) of cumulative Net Sales in excess
                of
                [***] Dollars ($[***]).

            


    

     

    3.1.3 Generic
      Competition

     

    If,
      during a given calendar year, there is sale of a generic Sphingosomal
      Vincristine or sale of an approved equivalent to Sphingosomal Vincristine
      (collectively, “Approved
      Sphingosomal Vincristine Equivalents”)
      in any
      country in the Territory, then, for such country, the total amount of royalties
      payable to INEX for the Net Sales of Sphingosomal Vincristine in such country
      during such calendar year will be reduced to [***] percent ([***]%) of the
      royalties payable to INEX pursuant to Section 3.1.2 for such calendar year,
      in
      such country.

     

    3.1.4 Deductions:

     

    Notwithstanding
      the schedule of royalty payments set forth in Section 3.1.2, Hana shall be
      entitled to deduct from such Sphingosomal Vincristine royalty obligations owed
      by Hana to INEX, an amount equal to [***] percent ([***]%) of the research
      and
      development expenses Hana incurs in connection with the Development of
      Sphingosomal Vincristine (the “Sphingosomal
      Vincristine R&D Expenses”);
      provided however, that such deduction shall not exceed the lesser
      of:

     

    
      	(a)  	
              [***]
                Dollars ($[***]); or

            


    

     

    
      	(b)  	
              [***]
                Dollars ($[***]) per patient treated in a Registrational Clinical
                Trial;

            


    

     

    provided
      further, however, that such deduction for Sphingosomal Vincristine R&D
      Expenses shall not exceed [***] percent ([***]%) of the royalty amount otherwise
      payable by Hana to INEX for Sphingosomal Vincristine in each calendar year,
      provided that Hana shall be entitled to carry over into succeeding years any
      amount of Sphingosomal Vincristine R&D Expenses that were ineligible for
      deduction as a result of such limitation. All Sphingosomal Vincristine R&D
      Expenses shall be subject to audits by INEX using reasonable and customary
      audit
      procedures in order to verify the amounts thereof.

     

    
      3.2  Sphingosomal
        Vinorelbine

    

     

    3.2.1 Milestone
      Payments: 

     

    Hana
      shall pay to INEX milestones payments in respect of Sphingosomal Vinorelbine
      as
      follows:

     

    
      	(a)  	
              One
                Million Dollars ($1,000,000) upon on the date the first patient is
                enrolled in any clinical trial of Sphingosomal Vinorelbine conducted
                pursuant to an IND sponsored by Hana, of which INEX acknowledges Five
                Hundred Thousand Dollars ($500,000) has been paid by wire transfer to
                INEX of immediately available funds and the remaining Five Hundred
                Thousand Dollars ($500,000) has been paid by Hana issuing to INEX a
                number of additional shares of Common Stock determined by
                dividing Five Hundred Thousand Dollars ($500,000) by the FMV as
                of the date of such first patient
                enrollment;

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(b)  	
              [***]
                Dollars ($[***]) upon the date the first patient is enrolled in a
                Phase II
                clinical trial of Sphingosomal Vinorelbine conducted pursuant to
                an IND
                sponsored by Hana, which payment shall be made by Hana issuing to
                INEX a
                number of additional shares of Common Stock determined by dividing
                [***]
                Dollars ($[***]) by the FMV as of the date of such first patient
                enrollment; and

            


    

     

    
      	(c)  	
              [***]
                ($[***]) upon the approval by the FDA of an NDA relating to Sphingosomal
                Vinorelbine, which payment shall be made by Hana issuing to INEX
                a number
                of additional shares of Common Stock determined by dividing [***]
                Dollars
                ($[***]) by the FMV as of the date of such FDA approval; provided
                however,
                if a Regulatory Submission equivalent to an NDA is approved in any
                of the
                Designated EU States before an NDA relating to Sphingosomal Vinorelbine
                is
                approved by the FDA, [***] the milestone due under this Section 3.2.1(c)
                will be paid by Hana to INEX immediately upon approval of that equivalent
                filing and the remaining balance will be paid by Hana to INEX immediately
                upon the approval of an NDA relating to Sphingosomal Vinorelbine
                by the
                FDA.

            


    

     

    
      	(d)  	
              For
                the avoidance of doubt, each of the milestone payments described
                in
                subparagraphs (a), (b) and (c) of this Section 3.2.1 above represent
                one-time payments to INEX, and shall be due only upon the first occurrence
                of the events described in each such subparagraph. For example, the
                milestone payment described in subparagraph (a) above will be due
                only
                once, upon the date the first patient is enrolled in a clinical trial
                of
                Sphingosomal Vinorelbine conducted pursuant to an IND sponsored by
                Hana.
                No additional milestone payments to INEX shall be due from Hana pursuant
                to subparagraph (a) in connection with any subsequent clinical trials
                sponsored by Hana.

            


    

     

    3.2.2 Royalties

     

    Hana
      shall pay to INEX royalty payments based on cumulative Net Sales of Sphingosomal
      Vinorelbine as follows:

     

    
      	(a)  	
              With
                respect to Net Sales of Liposomal Vinorelbine in the United States,
                a
                royalty equal to the sum of: (i) [***] percent ([***]%) of Net Sales
                in
                consideration of Patents if the Product sold is embraced within any
                Valid
                Claim under the Patents in the United States; (ii) [***] percent
                ([***]%)
                of Net Sales in consideration of, and during any period of Product
                exclusivity provided by the laws of the United States of America,
                including but not limited to marketing exclusivity in the form of
                data
                exclusivity, pediatric exclusivity, and orphan drug designation
                exclusivity; and (iii) [***] percent ([***]%) of Net Sales in
                consideration of Technology; provided, however, that the total royalty
                paid shall be limited to [***] percent ([***]%) of cumulative Net
                Sales up
                to [***] Dollars ($[***]), and limited to [***] percent ([***]%)
                of
                cumulative Net Sales in excess of [***] Dollars ([***]); and
                

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(b)  	
              With
                respect to Net Sales of Sphingosomal Vinorelbine in each country
                of the
                Territory other than the United States, a royalty of [***]percent
                ([***]%)
                of Net Sales in consideration of Patents and Technology; provided,
                however, that the total royalty paid shall be limited to [***] percent
                ([***]%) of cumulative Net Sales up to [***] Dollars ($[***]), and
                increased to [***] percent ([***]%) of cumulative Net Sales in excess
                of
                [***] Dollars ($[***]).

            


    

     

    3.2.3 Generic
      Competition

     

    
      	(a)  	
              If,
                during a given calendar year, there is sale of a generic Sphingosomal
                Vinorelbine or sale of an approved equivalent to Sphingosomal Vinorelbine
                (collectively, “Approved
                Sphingosomal Vinorelbine Equivalents”)
                in any country in the Territory, then, for such country, the total
                amount
                of royalties payable to INEX for the Net Sales of Sphingosomal Vinorelbine
                in such country during such calendar year will be reduced to [***]
                percent
                ([***]%) of the royalties payable to INEX pursuant to Section 3.2.2
                for
                such calendar year, in such
                country.

            


    

     

    3.2.4 Deductions:

     

    Notwithstanding
      the schedule of royalty payments set forth in Section 3.2.2, Hana shall be
      entitled to deduct from such Sphingosomal Vinorelbine royalty obligations owed
      by Hana to INEX, an amount equal to [***] percent ([***]%) of the research
      and
      development expenses Hana incurs in connection with the Development of
      Sphingosomal Vinorelbine (the “Sphingosomal
      Vinorelbine R&D Expenses”);
      provided however, that such deduction shall not exceed the lesser
      of:

     

    
      	(a)  	
              [***]
                Dollars ($[***]); or

            


    

     

    
      	(b)  	
              [***]
                Dollars ($[***]) per patient treated in a Registrational Clinical
                Trial;

            


    

     

    provided
      further, however, that such deduction for Sphingosomal Vinorelbine R&D
      Expenses shall not exceed [***] percent ([***]%) of the royalty amount otherwise
      payable by Hana to INEX for Sphingosomal Vinorelbine in each calendar year,
      provided that Hana shall be entitled to carry over into succeeding years any
      amount of Sphingosomal Vinorelbine R&D Expenses that were ineligible for
      deduction as a result of such limitation. All Sphingosomal Vinorelbine R&D
      Expenses shall be subject to audits by INEX using reasonable and customary
      audit
      procedures in order to verify the amounts thereof.

     

    
      3.3  Sphingosomal
        Topotecan

    

     

    
      	3.3.1  	
              Milestone
                Payments:

            


    

     

    Hana
      shall pay to INEX milestones payments in respect of Sphingosomal Topotecan
      as
      follows:

     

    
      	(a)  	
              [***]
                Dollars ($[***]) upon the date the first patient is enrolled in any
                clinical trial of Sphingosomal Topotecan conducted pursuant to an
                IND
                sponsored by Hana, which payment shall be made by Hana issuing to
                INEX a
                number of additional shares of Common Stock determined by dividing
                [***]
                Dollars ($[***]) by the FMV as of the date of such first patient
                enrollment;

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(b)  	
              [***]
                Dollars ($[***]) upon the date the first patient is enrolled in a
                Phase II
                clinical trial of Sphingosomal Topotecan conducted pursuant to an
                IND
                sponsored by Hana, which payment shall be made by Hana issuing to
                INEX a
                number of additional shares of Common Stock determined by dividing
                [***]
                Dollars ($[***]) by the FMV as of the date of such first patient
                enrollment; and

            


    

     

    
      	(c)  	
              [***]
                Dollars ($[***]) upon the approval by the FDA of an NDA relating
                to
                Sphingosomal Topotecan, which payment shall be made by Hana issuing
                to
                INEX a number of additional shares of Common Stock determined by
                dividing
                [***] Dollars ($[***]) by the FMV as the date of such FDA approval;
                provided however, if a Regulatory Submission equivalent to an NDA
                is
                approved in any of the Designated EU States before an NDA relating
                to
                Sphingosomal Topotecan is approved by the FDA, [***] the milestone
                due
                under this Section 3.3.1(c) will be paid by Hana to INEX immediately
                upon
                approval of that equivalent filing and the remaining balance will
                be paid
                by Hana to INEX immediately upon the approval of an NDA relating
                to
                Sphingosomal Topotecan by the FDA.

            


    

     

    
      	(d)  	
              For
                the avoidance of doubt, each of the milestone payments described
                in
                subparagraphs (a), (b) and (c) of this Section 3.3.1 above represent
                one-time payments to INEX, and shall be due only upon the first occurrence
                of the events described in each such subparagraph. For example, the
                milestone payment described in subparagraph (a) above will be due only
                once, upon the date the first patient is enrolled in a clinical trial
                of
                Sphingosomal Topotecan conducted pursuant to an IND sponsored by
                Hana. No
                additional milestone payments to INEX shall be due from Hana pursuant
                to
                subparagraph (a) in connection with any subsequent clinical trials
                sponsored by Hana.

            


    

     

    3.3.2 Royalties

     

    Hana
      shall pay to INEX royalty payments based on cumulative Net Sales of Sphingosomal
      Topotecan as follows:

     

    
      	(a)  	
              With
                respect to Net Sales of Sphingosomal Topotecan in the United States,
                a
                royalty equal to the sum of: (i) [***] percent ([***]%) of Net Sales
                in
                consideration of Patents if the Product sold is embraced within any
                Valid
                Claim under the Patents in the United States; (ii) [***] percent
                ([***]%)
                of Net Sales in consideration of, and during any period of Product
                exclusivity provided by the laws of the United States of America,
                including but not limited to marketing exclusivity in the form of
                data
                exclusivity, pediatric exclusivity, and orphan drug designation
                exclusivity; and (iii) [***] percent ([***]%) of Net Sales in
                consideration of Technology; provided, however, that the total royalty
                paid shall be limited to [***] percent ([***]%) of cumulative Net
                Sales up
                to [***] Dollars ($[***]), and limited to [***] percent ([***]%)
                of
                cumulative Net Sales in excess of [***] Dollars ($[***]); and
                

            


    

     

    
      	(b)  	
              With
                respect to Net Sales of Sphingosomal Topotecan in each country of
                the
                Territory other than the United States, a royalty of [***] percent
                ([***]%) of Net Sales in consideration of Patents and Technology;
                provided, however, that the total royalty paid shall be limited to
                [***]
                percent ([***]%) of cumulative Net Sales up to [***] Dollars ($[***]),
                and
                increased to [***] percent ([***]%) of cumulative Net Sales in excess
                of
                [***] Dollars ($[***]).

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3.3 Generic
      Competition

     

    
      	(a)  	
              If,
                during a given calendar year, there is sale of a generic Sphingosomal
                Topotecan or sale of an approved equivalent to Sphingosomal Topotecan
                (collectively, “Approved
                Sphingosomal Topotecan Equivalents”)
                in any country in the Territory, then, for such country, the total
                amount
                of royalties payable to INEX for the Net Sales of Sphingosomal Topotecan
                in such country during such calendar year will be reduced by [***]
                percent
                ([***]%) of the royalties payable to INEX pursuant to Section 3.3.2
                for
                such calendar year, in such
                country.

            


    

     

    3.3.4 Deductions:

     

    Notwithstanding
      the schedule of royalty payments set forth in Section 3.3.2, Hana shall be
      entitled to deduct from such Sphingosomal Topotecan royalty obligations owed
      by
      Hana to INEX, an amount equal to [***] percent ([***]%) of the research and
      development expenses Hana incurs in connection with the Development of
      Sphingosomal Topotecan (the “Sphingosomal
      Topotecan R&D Expenses”);
      provided however, that such deduction shall not exceed the lesser
      of:

     

    
      	(a)  	
              [***]
                Dollars ($[***]); or

            


    

     

    
      	(b)  	
              [***]
                Dollars ($[***]) per patient treated in a Registrational Clinical
                Trial;

            


    

     

    provided
      further, however, that such deduction for Sphingosomal Topotecan R&D
      Expenses shall not exceed [***] percent ([***]%) of the royalty amount otherwise
      payable by Hana to INEX for Sphingosomal Topotecan in each calendar year,
      provided that Hana shall be entitled to carry over into succeeding years any
      amount of Sphingosomal Topotecan R&D Expenses that were ineligible for
      deduction as a result of such limitation. All Sphingosomal Topotecan R&D
      Expenses shall be subject to audits by INEX using reasonable and customary
      audit
      procedures in order to verify the amounts thereof.

     

    
      3.4  Limitation
        on Payment Using
        Common Stock

    

     

    Notwithstanding
      anything to the contrary contained in Sections 3.1, 3.2 and 3.3, at Hana’s sole
      option, any milestone or other payment payable by Hana to INEX hereunder by
      the
      issuance of shares of Common Stock to INEX may also be made by payment of cash
      to INEX. The maximum number of shares of Common Stock that Hana may issue to
      INEX in satisfaction of its obligations hereunder shall not exceed 19.99% of
      the
      total number of shares of Common Stock outstanding on the Effective Date of
      the
      Definitive Agreements (the “Maximum
      Issuance Amount”).
      In
      the event Hana issues to INEX an aggregate number of shares of Common Stock
      that
      equals the Maximum Issuance Amount, all amounts payable by Hana thereafter
      to
      INEX shall be made in cash.

     

     

    
      3.5  Assumption
        of Milestone and Royalty Obligations

    

     

    
      	3.5.1  	
              As
                a condition of the grant of: 

            


    

     

    
      	(a)  	
              licence
                by INEX to Hana of the Licensed Patents and Technology;
                and

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(b)  	
              assignment
                by INEX to Hana of the Assigned Patents,


            


    

     

    Hana
      shall assume all payment obligations of INEX to BCCA and to MD Anderson, in
      respect of all license fees, annual fees, milestone payments, royalty payments
      and any other like payments, including all interest and taxes attributable
      thereto, arising from Hana or its Licensees’ or Sublicensees’ use of the Patents
      within the Hana Field under the BCCA Agreements and the MD Anderson
      License.

     

    
      	3.5.2  	
              For
                avoidance of doubt, the obligations of Hana under Section 3.5.1 are
                in
                addition to and not in substitution of any other obligations set
                forth in
                this Article 3.

            


    

     

    
      3.6  Remuneration
        Respecting Sublicensees

    

     

    
      	3.6.1  	
              In
                the event Hana licenses or sublicenses its rights under Sphingosomal
                Vincristine before the FDA approves the Sphingosomal Vincristine
                NDA or a
                Designated EU State approves a Regulatory Submission that is equivalent
                to
                an NDA, INEX shall be entitled to receive [***] percent ([***]%)
                of any
                Licensing/Sublicensing Revenue payable to Hana by such Licensee or
                Sublicensee. In the event Hana licenses or sublicenses its rights
                to
                Sphingosomal Vincristine after the FDA approves the Sphingosomal
                Vincristine NDA or a Designated EU State approves a Regulatory Submission
                that is equivalent to an NDA, INEX shall be entitled to receive [***]
                percent ([***]%) of any Licensing/Sublicensing Revenue payable to
                Hana by
                such Licensee or Sublicensee.

            


    

     

    
      	3.6.2  	
              In
                the event Hana licenses or sublicenses its rights under Sphingosomal
                Vinorelbine, INEX shall be entitled to share the Licensing/Sublicensing
                Revenue payable to Hana, if any, as
                follows:

            


    

     

    
      	(a)  	
              INEX’s
                share of such Licensing/Sublicensing Revenue shall be [***] percent
                ([***]%) of any Licensing/Sublicensing Revenue payable to Hana by
                such
                Licensee or Sublicensee during the period commencing on the Effective
                Date
                of the Definitive Agreements and ending on the date immediately preceding
                the date the first patient is enrolled in a Phase II clinical trial
                of
                Sphingosomal Vinorelbine;

            


    

     

    
      	(b)  	
              INEX’s
                share of such Licensing/Sublicensing Revenue shall be reduced to
                [***]
                percent ([***]%) of any Licensing/Sublicensing Revenue payable to
                Hana by
                such Licensee or Sublicensee on or after the date the first patient
                is
                enrolled in a Phase II clinical trial of Sphingosomal Vinorelbine
                and
                ending on the date immediately preceding the earlier to occur
                of:

            


    

     

    
      	(i)  	
              the
                date the first patient is enrolled in a Phase III clinical trial
                of
                Sphingosomal Vinorelbine; or

            


    

     

    
      	(ii)  	
              the
                acceptance of the NDA or its equivalent Regulatory Submission for
                Sphingosomal Vinorelbine; and

            


    

     

    
      	(c)  	
              INEX’s
                share of such Licensing/Sublicensing Revenue shall be reduced to
                [***]
                percent ([***]%) of any Licensing/Sublicensing Revenue payable to
                Hana by
                such Licensee or Sublicensee on or after the earlier to occur
                of:

            


    

     

    
      	(i)  	
              the
                date the first patient is enrolled in a Phase III clinical trial
                of
                Sphingosomal Vinorelbine; or

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(ii)  	
              the
                acceptance of the NDA or its equivalent Regulatory Submission for
                Sphingosomal Vinorelbine.

            


    

     

    
      	3.6.3  	
              In
                the event Hana licenses or sublicenses its rights under Sphingosomal
                Topotecan, INEX shall be entitled to share the Licensing/Sublicensing
                Revenue payable to Hana, if any, as
                follows:

            


    

     

    
      	(a)  	
              INEX’s
                share of such Licensing/Sublicensing Revenue shall be [***] ([***]%)
                of
                any Licensing/Sublicensing Revenue payable to Hana by such Licensee
                or
                Sublicensee during the period commencing on the Effective Date of
                the
                Definitive Agreements and ending on the date immediately preceding
                the
                date the first patient is enrolled in a Phase II clinical trial of
                Sphingosomal Topotecan;

            


    

     

    
      	(b)  	
              INEX’s
                share of such Licensing/Sublicensing Revenue shall be reduced to
                [***]
                percent ([***]%) of any Licensing/Sublicensing Revenue payable to
                Hana by
                such Licensee or Sublicensee on or after the date the first patient
                is
                enrolled in a Phase II clinical trial of Sphingosomal Topotecan and
                ending
                on the date immediately preceding the earlier to occur
                of:

            


    

     

    
      	(i)  	
              the
                date the first patient is enrolled in a Phase III clinical trial
                of
                Sphingosomal Topotecan, or

            


    

     

    
      	(ii)  	
              the
                acceptance of the NDA or its equivalent Regulatory Submission for
                Sphingosomal Topotecan.

            


    

     

    
      	3.6.4  	
              Notwithstanding
                anything to the contrary contained in this Section 3.6, Hana shall
                have no
                obligation to pay to INEX its respective share of any such
                Licensing/Sublicensing Revenue unless and until Hana actually receives
                such Licensing/Sublicensing Revenue from its Licensee or
                Sublicensee.

            


    

     

    
      	3.6.5  	
              Where
                any Licensing/Sublicensing Revenue payable to, collected or received
                by
                Hana or its Affiliates is in Dollars, Hana shall pay to INEX, INEX’s share
                of such Licensing/Sublicensing Revenue within ten (10) days of Hana
                or its
                Affiliate’s receipt of same. Where any Licensing/Sublicensing Revenue
                payable to, collected or received by Hana or its Affiliates is derived
                from a country other than the United States of America, INEX’s portion of
                such Licensing/Sublicensing Revenue shall be converted to the equivalent
                in Dollars on the same date that Hana converts such Licensing/Sublicensing
                Revenue to Dollars, in which case the amount of Dollars pursuant
                to an
                actual conversion shall be included in the Licensing/Sublicensing
                Revenue
                and Hana shall pay to INEX, INEX’s share of such Licensing/Sublicensing
                Revenue within ten (10) days of such conversion. If at any time the
                Parties agree that it is not practical or possible for Hana to forthwith
                convert Licensing/Sublicensing Revenue paid in foreign currency to
                Dollars, or if legal restrictions prevent the conversion of part
                or all of
                the Licensing/Sublicensing Revenue to Dollars, Hana shall have the
                right
                and option, upon consultation with INEX, to deposit INEX’s share of such
                Licensing/Sublicensing Revenue in local currency, in an account in
                INEX’s
                sole name in a bank or depository in the country where such
                Licensing/Sublicensing Revenue is generated. Hana
                shall make such deposit within ten (10) days of Hana or its Affiliate’s
                receipt of said foreign currency. The last date of signature of any
                duly
                executed License or Sublicense between Hana and a Licensee or Sublicensee
                shall be deemed to be the date upon which Licensing/Sublicensing
                Revenue
                is received by Hana for the purposes of determining the percentage
                of
                Licensing/Sublicensing Revenue payable to INEX pursuant to Sections
                3.6.1,
                3.6.2 and 3.6.3. Hana shall make Commercially Reasonable Efforts
                to inform
                INEX in a timely manner of material legislative and economic changes
                in
                such country in which such deposit was made so as to enable INEX
                to more
                readily access, convert and/or transfer from such country, INEX’s share of
                Licensing/Sublicensing Revenue deposited in such country by
                Hana.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	3.6.6  	
              Notwithstanding
                Section 3.6.5, if any Licensing/Sublicensing Revenue other than cash
                is
                payable to, collected or received by Hana or its Affiliates, Hana
                may
                elect to pay to INEX, INEX’s share of Licensing/Sublicensing Revenue by
                way of cash, common stock of Hana, common stock of another corporation
                acceptable to INEX, or any combination thereof. If Hana elects to
                pay INEX
                using the Common Stock of Hana or the common stock of another corporation
                acceptable to INEX, the following shall
                apply:

            


    

     

    
      	(a)  	
              the
                last date of signature of any duly executed License or Sublicense
                between
                Hana and a Licensee or Sublicensee, as the case may be, shall be
                deemed to
                be the date upon which Licensing/Sublicensing Revenue is received
                by Hana
                for the purposes of determining the percentage of Licensing/Sublicensing
                Revenue payable to INEX pursuant to Sections 3.6.1, 3.6.2 and
                3.6.3;

            


    

     

    
      	(b)  	
              the
                value of the economic benefit of the Licensing/Sublicensing Revenue
                established by a Third Party banker or valuator, measured in Dollars
                and
                applied to the percentage entitlement of INEX determined pursuant
                to
                Section 3.6.6(a), shall be the assessed value (the “Assessed
                Value”)
                to be used in determining the number of shares of Common Stock of
                Hana or
                common stock of another corporation acceptable to INEX payable to
                INEX
                pursuant to Section 3.6.6(c); and

            


    

     

    
      	(c)  	
              Hana
                will pay INEX using Common Stock of Hana or common stock of another
                corporation acceptable to INEX as
                follows:

            


    

     

    
      	(i)  	
              the
                Parties will mutually agree on the par value per share of common
                stock of
                Hana or of another corporation acceptable to INEX;
                and

            


    

     

    
      	(ii)  	
              Hana
                will issue or assign to INEX as applicable, a number of shares of
                Common
                Stock of Hana or common stock of another corporation acceptable to
                INEX by
                dividing the Assessed Value by the FMV as of the date upon which
                Licensing/Sublicensing Revenue was deemed to have been received by
                Hana
                pursuant to Section 3.6.6(a).

            


    

     

    
      	3.6.7  	
              If
                Hana elects to pay Licensing/Sublicensing Revenue using a combination
                of
                cash and stock as described in this Section, the Assessed Value used
                to
                calculate the stock payable shall be reduced by the value of Dollars
                actually paid to INEX in accordance with Section
                3.6.5.

            


    

     

    
      	(a)  	
              Hana’s
                payment of Licensing/Sublicensing Revenue in the form of stock pursuant
                to
                his Section shall be made within ten (10) days of Hana’s receipt of
                same.

            


    

     

    
      	3.6.8  	
              Hana’s
                payment of Licensing/Sublicensing Revenue under this Section 3.6
                shall be
                accompanied by an accounting setting out all Licensing/Sublicensing
                Revenue payable to, collected or received by Hana or its Affiliates,
                segmented according to Product, Licensee and Sublicensee identified
                by
                name, and the last date on which each License and Sublicense was
                executed.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      3.7  Third
        Party Payments

    

     

    
      	3.7.1  	
              If,
                during the term of this Agreement: 

            


    

     

    
      	(a)  	
              Hana
                and INEX mutually agree that it is necessary to seek a license from
                any
                Third Party in the Territory in order to avoid infringement during
                the
                exercise of the rights herein granted; or


            


    

     

    
      	(b)  	
              if
                as a result of any complaint alleging infringement or violation of
                any
                patent or other Intellectual Property Rights is made against Hana,
                its
                Affiliate or its Licensee or Sublicensee with respect of the Manufacture,
                use or sale of a Product in the Hana Field, where such Manufacture,
                use or
                sale is encompassed by one or more Patents or Technology, and a
                settlement, consent judgment or award of Damages determined by a
                court of
                competent jurisdiction requires Hana to make payment of Damages to
                a Third
                Party in satisfaction of such complaint;
                or

            


    

     

    
      	(c)  	
              if
                an independent, mutually acceptable Third Party patent attorney determines
                that such a license is required (in accordance with the procedure
                outlined
                in this Section 3.7.1);

            


    

     

    Hana
      shall pay all royalties, Damages or other amounts to the Third Party (the
“Offset
      Amount”),
      and
subject
      to Section 3.7.2, Hana’s sole remedy from INEX for such payment shall be to
      offset or credit [***] percent ([***]%)
      of the
      Offset Amount against future payments otherwise due INEX as royalties hereunder.
      Royalties due INEX shall not, however, be reduced by more than [***] percent
      ([***]%) of the applicable royalties set forth in Sections 3.1.2, 3.2.2 and
      3.3.2 during any given calendar year. Any uncredited portion of the permitted
      Offset Amount will be carried forward until the full permitted Offset Amount
      has
      been satisfied. The Offset Amount shall not include any punitive award payable
      to the Third Party (the “Punitive
      Amount”),
      and
      thus any Punitive Amount is not to be offset or credited against future royalty
      payments due INEX. In the event that the Parties are unable to agree on whether
      any such license is needed or on the terms of such license, the Parties shall
      submit such dispute to an independent, mutually acceptable Third Party patent
      attorney for a final and binding determination of such Dispute, and the Parties
      shall equally share the cost of engaging such patent attorney. 

     

    
      	3.7.2  	
              Notwithstanding
                the provisions of Section 3.7.1, if the license from the Third Party
                or
                the royalty or other amount payable to such Third Party gives rise
                to an
                indemnification obligation under one or more of the Definitive Agreements
                in favor of Hana on the part of INEX, then such royalty or other
                amount
                shall be paid by INEX as Damages in accordance therewith; provided,
                however, that Hana agrees to use all reasonable efforts to avoid
                a finding
                of willful infringement of such Third Party’s
                rights.

            


    

     

    
      3.8  Compulsory
        Licenses

    

     

    In
      the
      event that a government agency in any country of the Territory grants or compels
      INEX, Hana, or either of their respective Affiliates or licensees or
      sublicensees (including Licensees and Sublicensees) to grant a right to
      commercialize Product to any Third Party, Hana may, at its sole option,
      either:

     

     

    
      	3.8.1  	
              avail
                itself of the royalty reduction set out in Sections 3.1.3, 3.2.3,
                or
                3.3.3, if applicable; or

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	3.8.2  	
              have
                the benefit in such country of the same terms granted to such Third
                Party
                to the extent that such terms taken as a whole are more favorable
                than
                those of this Agreement.

            


    

     

    
      3.9  Reports
        and Payment

    

     

    Hana
      shall deliver to INEX within thirty (30) days after the end of each Calendar
      Quarter a written report showing its computation of royalties due under this
      Agreement upon Net Sales by Hana and its Affiliates and its Licensees and
      Sublicensees during such Calendar Quarter, and setting out:

     

     

    
      	3.9.1  	
              all
                Net Sales segmented in each such report according to sales by Hana,
                each
                Affiliate and each Licensee and Sublicensee, as well as on a
                country-by-country basis, and month-by-month
                basis;

            


    

     

    
      	3.9.2  	
              deductions
                from gross revenues by the categories for same set out in the definition
                of Net Sales; and

            


    

     

    
      	3.9.3  	
              the
                rates of exchange used to convert such royalties to Dollars from
                the
                currency in which such sales were made. For the purposes hereof,
                such
                conversion calculations are to be made on a monthly basis and the
                rates of
                exchange to be used for converting royalties hereunder to Dollars
                shall be
                those in effect for the purchase of Dollars as certified by the noon
                buying rate of the Federal Reserve Bank of New York on the first
                Business
                Day of the quarter with respect to which the payment is
                due.

            


    

     

    Hana,
      simultaneously with the delivery of each such report, shall tender payment
      in
      Dollars of all royalties shown to be due thereon.

     

    
      3.10  Withholding
        Taxes

    

     

    Any
      tax
      which Hana is required to pay or withhold with respect of license fees, royalty
      payments and milestone payments to be made to INEX hereunder shall be deducted
      from the amount otherwise due provided that, in regard to any such deduction,
      Hana shall give INEX such assistance, which shall include the provision of
      such
      documentation as may be required by the US Internal Revenue Service and other
      revenue services, as may reasonably be necessary to enable INEX to evidence
      such
      payment, claim exemption therefrom or obtain a repayment thereof or a reduction
      thereof and shall upon request provide such additional documentation from time
      to time as is needed to confirm the payment of tax. The Parties agree
      that:

     

     

    
      	3.10.1  	
              Hana
                shall be deemed to be the sole payer of payments owed to INEX under
                this
                Agreement and shall not have the right to substitute any domestic
                or
                foreign Affiliate for that purpose,
                and

            


    

     

    
      	3.10.2  	
              in
                the event that Hana takes any action, including, without limitation,
                the
                assignment of this Agreement, any licensing or sublicensing permitted
                hereby, any change of jurisdiction of residence or any reorganization
                or
                change in its business or structure so that, after such action, the
                withholding tax on the payments under this Agreement would be
                substantially more than those in effect on the Effective Date of
                the
                Definitive Agreements, Hana shall
                either:

            


    

     

    
      	(a)  	
              with
                the co-operation of INEX, arrange its affairs so that the withholding
                tax
                consequences to INEX are not materially worse than those in effect
                prior
                to such action; or

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(b)  	
              gross
                up the payments otherwise owed to INEX so that INEX receives net
                of
                withholding taxes the amount INEX would have received but for such
                action.

            


    

     

    
      3.11  Foreign
        Payments

    

     

    Where
      payments are due INEX hereunder for sales of a Product in a country in the
      Territory where, by reason of currency regulations or taxes of any kind, it
      is
      impossible or illegal for Hana or any Affiliates or Licensees or Sublicensees,
      as the case may be, to transfer such payments to INEX, such payments shall
      be
      deposited in whatever currency is allowable by the Person not able to make
      the
      transfer for the benefit or credit of INEX in an accredited bank in that country
      in the Territory that is reasonably acceptable to INEX.

     

    
      3.12  Method
        of Payment

    

     

    Hana
      shall make all payments due under this Agreement in Dollars by wire transfer
      of
      funds via the Federal Reserve Wire Transfer System to INEX’s account as
      designated in writing by INEX to Hana.

     

    
      3.13  Late
        Payments

       

    

    Any
      payment by Hana or INEX that is not paid on or before the date such payment
      is
      due under this Agreement shall bear interest at a rate equal to the lesser
      of:

     

    
      	3.13.1  	
              the
                Prime Rate(s) during the period of late payment plus [***] percent
                ([***]%) interest compounded monthly,
                or

            


    

     

    
      	3.13.2  	
              the
                maximum rate permitted by law;

            


    

     

    calculated
      based on the number of days that payment is delinquent until full payment has
      been made.

     

    
      3.14  Records

    

     

    Hana
      shall keep, and shall require all Affiliates, Licensee and Sublicensees to
      keep,
      full, true and accurate books of accounts and other records containing all
      information and data which may be necessary to ascertain and verify the
      royalties payable hereunder for a period of three (3) years after the date
      such
      royalties became payable.

     

    
      3.15  Audits

    

     

    During
      the Term, after the first commercial sale of Product and for a period of one
      (1)
      year following termination of this Agreement, INEX shall have the right from
      time to time (not to exceed once during each calendar year) to have either
      its
      internal financial audit personnel or an independent firm of accountants (i.e.,
      a certified public accountant or like Person reasonably acceptable to Hana)
      inspect such books, records and supporting data of Hana, provided such audit
      shall not cover such records for more than the preceding five years. Such
      independent firm of accountants shall perform these audits at INEX’s expense
      upon reasonable prior notice and during Hana’s regular business hours, and shall
      agree as a condition to such audit to maintain the confidentiality of all
      information of Hana disclosed or observed in connection with such audit and
      to
      disclose to INEX only whether Hana has complied with its obligations under
      this
      Agreement with respect to the accuracy of the royalty statements, payments
      and
      Permitted Deductions. If the result of such audit demonstrates an underpayment
      by Hana to INEX of [***] percent ([***]%) or more, Hana shall pay for the
      reasonable costs of such audit, and shall immediately pay to INEX the
      underpayment together with interest thereon at the Royal Bank of Canada prime
      lending rate prevailing at the time, plus [***] percent ([***]%).

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      4  DEVELOPMENT
      OBLIGATIONS

     

    
      4.1  Development
        Plans

    

     

    
      	4.1.1  	
              The
                Parties acknowledge having executed a detailed Development Plan for
                the
                Development of each Product, which describes the specific Clinical
                Activities, Regulatory Activities, Technical Transfer activities,
                and
                Manufacturing activities to be performed in the Territory for a twelve
                (12) month period following the Effective Date of the Definitive
                Agreements.

            


    

     

    
      	4.1.2  	
              The
                Development Plan will be reviewed from time to time as the Parties
                reasonably determine to be necessary or
                useful.

            


    

     

    
      	4.1.3  	
              The
                Development Plan shall be incorporated herein by reference and all
                Development undertaken thereunder shall be conducted by Hana in compliance
                with Regulatory Requirements.

            


    

     

    
      4.2  Development
        Efforts

    

     

    
      	4.2.1  	
              Hana
                shall use Commercially Reasonable Efforts to Develop each Product
                in the
                Territory (including carrying out its responsibilities under the
                Development Plan) to:

            


    

     

    
      	(a)  	
              conduct
                or cause to be conducted the necessary and appropriate clinical trials
                as
                necessary to obtain and maintain Regulatory Approvals for each Product;
                and

            


    

     

    
      	(b)  	
              prepare,
                file and prosecute or cause to be prepared, filed and prosecuted
                the
                Regulatory Submission for each
                Product.

            


    

     

    
      	4.2.2  	
              Hana
                will provide INEX with written reports to keep INEX fully informed
                of the
                progress of the Development of each Product as
                follows:

            


    

     

    
      	(a)  	
              at
                the close of each Calendar Quarter during the first twenty-four (24)
                months following the Effective Date of the Definitive Agreements;
                and

            


    

     

    
      	(b)  	
              on
                or before June 31 and December 31 of each and every calendar year
                thereafter.

            


    

     

    
      4.3  Transition
        Committees

    

     

    The
      Parties will establish working committees to actively manage the transition
      by
      INEX to Hana of the responsibilities for Development of each Product during
      the
      initial twelve (12) months following the Effective Date of the Definitive
      Agreements. Such working committees will conduct periodic planning and review
      meetings as well as ad hoc meetings as necessary. The primary method of meeting
      will be teleconference. Responsibilities of the working committees may include
      overseeing the planning and monitoring of the clinical and regulatory
      Development process and Technical Transfer process. All such meetings of the
      working committees shall be conducted at Hana’s sole cost and expense.


     

    
      4.4  Subcontractors

    

     

    Hana
      may
      subcontract to any of its Representatives any of its obligations in respect
      of
      the Development with the consent of INEX, such consent not to be unreasonably
      withheld or delayed; provided however, that Hana shall be responsible for the
      performance of its Representatives and shall remain fully responsible and
      obligated to INEX for all activities undertaken by its
      Representatives.

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      5  COMMERCIALIZATION
      OBLIGATIONS

     

    
      5.1  Regulatory
        Compliance

    

     

    All
      Commercialization activities in respect of each Product shall be conducted
      by
      Hana in compliance with Regulatory Requirements.

     

    
      	5.2  	
              Marqibo
                Trade-mark

            


    

     

    
      	5.2.1  	
              The
                Parties acknowledge that INEX has taken all necessary, and has
                caused
                its wholly owned Affiliate
                to
                take all steps necessary to
                assign to Hana all applications for trade-mark and all registered
                trade-marks for Marqibo in all jurisdictions within the Territory.
                

            


    

     

    
      	5.2.2  	
              Except
                as provided herein, Hana at its sole cost and expense, shall be
                responsible for the selection, registration and maintenance of all
                other
                trademarks which it employs in connection with each Product in the
                Territory and shall own and control such trademarks during the term
                of
                this Agreement and following its termination or
                expiration.

            


    

     

    
      	5.3  	
              Labeling
                and Patent Marking

            


    

     

    The
      Product shall be packaged by Hana and labeled in a manner consistent with the
      requirements of the Regulatory Authorities in the country in which it will
      be
      sold, and where legally permissible, shall identify any applicable Patents
      consistent with any patent marking requirements.

     

     

    
      	5.4  	
              Commercialization
                Efforts

            


    

     

    In
      each
      country in the Territory in which a Product has received Regulatory Approval,
      Hana, directly or through its permitted Representatives, shall use Commercially
      Reasonable Efforts to Commercialize the Product.

     

     

    
      	5.5  	
              Consequence
                of No Sales

            


    

     

    
      	5.5.1  	
              In
                addition to the terms of Section 5.4, Hana shall be deemed to have
                breached its obligation to use Commercially Reasonable Efforts in
                conducting marketing of a Product in any country in the Major Markets
                if,
                for a continuous period of one hundred and eighty (180) days at any
                time
                following launch of commercial sales of the Product in any such country
                in
                the Major Markets, no sales of the Product are made in the ordinary
                course
                of business in such country by Hana, an Affiliate, a Licensee or
                a
                Sublicensee, unless:

            


    

     

    
      	(a)  	
              The
                Parties mutually agree it is to their mutual benefit to delay commercial
                sales of Product in such country;
                or

            


    

     

    
      	(b)  	
              Hana
                is prevented, restricted, interfered with or delayed in making such
                sales
                by reason of a cause beyond Hana’s reasonable control and can demonstrate
                same to INEX; 

            


    

     

    in
      which
      event such period shall be extended by (i) the period of delay mutually agreed
      upon or (ii) by the period of Hana’s inability, provided that Hana uses its
      Commercially Reasonable Efforts to avoid or remove the cause of such
      inability.

     

    
      	5.5.2  	
              If
                Hana breaches its obligation set forth in Section
                5.5.1:

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(a)  	
              INEX
                shall be entitled to terminate all rights granted to Hana in the
                Definitive Agreements in respect of each such Product in such country
                in
                the Major Markets by written notice to Hana in the event that Hana
                is in
                default of its obligations under Section 5.5.1 and fails to remedy
                such
                default within sixty (60) days after notice thereof by INEX; 

            


    

     

    
      	(b)  	
              All
                Licenses and Sublicenses granted by Hana in respect of such Product
                in
                such country in the Major Markets shall forthwith terminate upon
                the
                effective date of termination in Section 5.5.2(a);
                and

            


    

     

    
      	(c)  	
              Hana
                shall continue to be bound by and shall comply with Sections 14.6,
                14.8,
                and any other Sections which are intended to survive any termination
                of
                rights under this Agreement.

            


    

     

    
      5.6  Reports

    

     

    Hana
      shall report to INEX on the status and progress of Hana’s efforts under this
      Section 5.6 as follows:

     

    
      	5.6.1  	
              Hana
                shall deliver to INEX within thirty (30) days after the end of each
                Calendar Quarter reports setting forth in general terms, reasonably
                sufficient for evaluation of the diligence obligations contained
                herein,
                the efforts Hana has made to Commercialize the Product during the
                year,
                including any significant adverse developments, and any plans for
                or
                occurrences of any commercial sales of the Product in any jurisdiction
                and
                a summary of the efforts it intends to make in the upcoming year(s)
                on
                these matters.
                Hana shall consider any INEX input and comments related to Hana’s plan for
                the upcoming year(s), provided that it is understood that Hana shall
                have
                final decision making responsibility for such
                plans.

            


    

     

    
      	5.6.2  	
              To
                the extent that such could not be appropriately communicated to INEX
                in
                accordance with Section 5.6.1, Hana shall keep INEX informed in a
                timely
                manner of significant developments in Hana’s (and its Affiliates’,
                Licensees’ and Sublicensees’, as the case may be) progress of its efforts
                to Commercialize the Product, including without limitation, any
                significant adverse developments, and any plans for or occurrences
                of any
                commercial sales of the Product in any
                jurisdiction.

            


    

     

    Article
      6   PRODUCT
      SAFETY AND REGULATORY COMPLIANCE

     

    
      6.1  Regulatory
        Responsibilities

    

     

    
      	6.1.1  	
              Hana
                shall use its Commercially Reasonable Efforts to ensure that none
                of its
                Representatives who participate in any Development
                activities:

            


    

     

    
      	(a)  	
              is
                or has been suspended, debarred or disqualified by the
                FDA;

            


    

     

    
      	(b)  	
              has
                been convicted of any offence that would form the basis for any
                suspension, disqualification or debarment;
                or

            


    

     

    
      	(c)  	
              is
                or has been subject to any proceedings for the suspension,
                disqualification or debarment.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	6.1.2  	
              Upon
                the re-activation and/or transfer by INEX to Hana of the NDA or IND,
                as
                the case may be, in respect of each Product, Hana shall be responsible
                for
                using Commercially Reasonable Efforts to maintain and fulfill all
                Regulatory Requirements with respect to such Product that are imposed
                upon
                Hana as the holder of Regulatory Submissions and Regulatory
                Approvals.

            


    

     

    
      	6.1.3  	
              Hana
                and/or its Representatives’ Manufacturing, shipping and distribution of
                Material for clinical and commercial use shall be done in accordance
                with
                applicable specifications and Regulatory Requirements. Hana shall
                maintain
                and shall require its Representatives who receive, handle, store,
                ship or
                distribute Product to maintain a record retention policy consistent
                with
                cGMP and Regulatory Requirements, and to maintain records with sufficient
                detail to facilitate traceability in the event of recalls or voluntary
                withdrawals of Product.

            


    

     

    
      	6.1.4  	
              In
                respect of each Product, Hana will use Commercially Reasonable Efforts
                to
                make such changes as reasonably necessary to the master production
                record,
                specifications, procedures, processes, Materials, facilities, equipment
                or
                any matter utilized by Hana under this Agreement or contained or
                reference
                in documents submitted to Regulatory Authorities to meet new Regulatory
                Requirements and guidelines in the
                Territory.

            


    

     

    
      6.2  Pharmacovigilance

    

     

    
      	6.2.1  	
              Upon
                the transfer, by INEX to Hana of the INDs for Sphingosomal Vinorelbine
                and
                Sphingosomal Topotecan, and the NDA for Sphingosomal Vincristine,
                Hana
                shall be responsible for, in respect of each such Product, performing
                Pharmacovigilance in respect of all pre-Regulatory Approval Clinical
                Activities and all post-Regulatory Approval Product safety monitoring
                in
                accordance with Regulatory Requirements, in addition to all other
                Regulatory Activities for which Hana is
                responsible.

            


    

     

    
      	6.2.2  	
              For
                as long as Material sourced, Manufactured or quality released by
                INEX
                remains available for use in approved clinical trials, Hana
                shall:

            


    

     

    
      	(a)  	
              inform
                INEX within five (5) Business Days of any complaint received or regulatory
                action taken in respect of such Material and shall seek INEX’s opinion
                before passing judgment on the quality of such Material to any Third
                Party; and

            


    

     

    
      	(b)  	
              provide
                INEX with a copy(ies) of all documentation provided to and received
                from
                Regulatory Authorities in respect of such complaint or Adverse Drug
                Event,
                within one (1) Business Day of sending or receiving
                same.

            


    

     

    
      6.3  Recalls
        and Product Withdrawals

    

     

    
      	6.3.1  	
              If
                either Party is required or requested by any Regulatory Authority
                to
                recall or withdraw any Clinical Trial Material for any reason, or
                should
                either Party decide voluntarily to withdraw any Clinical Trial
                Material:

            


    

     

    
      	(a)  	
              the
                Party in whose name the applicable IND file is registered will be
                responsible for coordinating such recall or product
                withdrawal;

            


    

     

    
      	(b)  	
              Hana
                shall pay the costs and expenses of such recall or product withdrawal,
                subject to recovery of some or all of same in accordance with the
                terms of
                Section 6.3.2;

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(c)  	
              Unless
                INEX is liable for such costs and expenses in accordance with the
                terms of
                Section 6.3.2, Hana will remain responsible to INEX for payment of
                all
                services in respect of the Manufacture and supply of Material;
                and

            


    

     

    
      	(d)  	
              Both
                Parties will cooperate fully with one another in connection with
                any such
                recall or product withdrawal.

            


    

     

    
      	6.3.2  	
              If
                a recall or product withdrawal is due to INEX’s negligence, willful
                misconduct or breach of this Agreement or of the Service Agreement,
                INEX
                will reimburse Hana for all of Hana’s reasonable costs and expenses
                actually incurred by Hana in connection with the recall or product
                withdrawal, including any Service fees and expenses associated with
                the
                supply of the Product recalled or withdrawn, costs of retrieving
                Product
                already delivered to customers, costs and expenses Hana is required
                to pay
                for notification, shipping and handling charges, destruction or return
                of
                the defective Product or otherwise and such other reasonable costs
                as may
                be reasonably related to the recall or product
                withdrawal.

            


    

     

    
      	6.3.3  	
              If
                the Parties are unable to agree on whether or not a recall or product
                withdrawal is due to INEX’s negligence, willful misconduct or breach of
                this Agreement, either Party may refer the matter for resolution
                pursuant
                to Article 13.

            


    

     

    
      	6.3.4  	
              Notwithstanding
                any expiration or early termination of this Agreement, the provisions
                of
                Sections 6.2 and 6.3 shall continue to apply for as long as any Product
                containing Material that was sourced, Manufactured or quality released
                by
                INEX remains available for use in approved clinical
                trials.

            


    

     

    Article
      7  INTELLECTUAL
      PROPERTY RIGHTS

     

    
      7.1  Injunctive
        Relief

    

     

    Each
      Party acknowledges the competitive and technical value and the sensitive and
      confidential nature of the Confidential Information, and agrees that monetary
      Damages alone will be inadequate to protect the other Party’s interests against
      any actual or threatened material breach of Article 10 of this Agreement.
      Accordingly, each Party consents to the granting of specific performance and
      injunctive or other equitable or other relief to the other Party in respect
      of
      any actual or threatened breach of Article 10 of this Agreement, without proof
      of actual Damages. These specific remedies are in addition to any other remedy
      to which the Parties may be entitled at law or in equity.

     

    
      7.2  INEX
        Title

    

     

    The
      Parties hereby acknowledge and agree that to the best of the knowledge of INEX,
      INEX owns any and all right, title and interest in and to the Patents and
      Technology subject only to:

     

    
      	7.2.1  	
              the
                assignments granted to Hana under this
                Agreement;

            


    

     

    
      	7.2.2  	
              the
                license granted to Hana under this
                Agreement;

            


    

     

    
      	7.2.3  	
              the
                rights of the BCCA (including royalty obligations) under the BCCA
                Agreements, in respect of the BCCA Patents;
                and

            


    

     

    
      	7.2.4  	
              the
                rights of MD Anderson (including annual fee and royalty obligations)
                under
                the MD Anderson License in respect of the MD Anderson
                Patents.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      7.3  Ownership
        of Pre-existing Intellectual Property Rights

    

     

    The
      Parties hereby acknowledge and agree that, except as otherwise provided in,
      and
      subject to the terms and conditions of the Definitive Agreements and this
      Agreement, any Intellectual Property Rights owned by either Party and by MD
      Anderson prior to the Effective Date of the Definitive Agreement shall remain
      owned by such Party and by MD Anderson. 

     

    
      7.4  Ownership
        of Future Intellectual Property Rights

    

     

    
      	7.4.1  	
              Subject
                to the Non-Competition Terms and any Notice of Abandonment that INEX
                or
                Hana may issue in respect of any Intellectual Property Rights related
                to
                the Products, all right, title and interest in and to any and all
                Intellectual Property Rights that arise after the effective date
                of this
                Agreement and are related to the Products shall be owned as
                follows: 

            


    

     

    
      	(a)  	
              MD
                Anderson and Hana shall be the joint owners of any patents and patent
                applications filed after the effective date of this Agreement that
                claim
                priority to the Sarris Patents;

            


    

     

    
      	(b)  	
              Hana
                shall be the exclusive owner of any patents and patent applications
                filed
                after the effective date of this Agreement that claim priority to
                the
                Thomas Patents; and

            


    

     

    
      	(c)  	
              INEX
                shall be the exclusive owner of any patents and patent applications
                filed
                after the Effective Date of the Definitive Agreements that claim
                priority
                to the Licensed Patents.

            


    

     

    regardless
      of which Person(s) created or invented the same.

     

    
      	(d)  	
              All
                Intellectual Property Rights of INEX existing before the effective
                date of
                this Agreement and all Intellectual Property Rights developed by
                employees
                or agents of INEX or its Affiliate solely or joint with a Third Party
                after the effective date of this Agreement shall be and will remain
                the
                exclusive property of INEX, and subject to the grants of Sections
                2.1 and
                2.2. Notwithstanding any provisions to the contrary, this Agreement
                does
                not grant to Hana any right, title, or interest in or to any part
                or whole
                of the DHSM Patents referenced in Section 6.10 of the Transaction
                Agreement, for which an option to license has been granted to
                Hana;

            


    

     

    
      	(e)  	
              Subject
                to Section 2.2, 7.4.1(a), 7.4.1(b), 7.4.1(c) and 7.4.1(d), all
                Intellectual Property Rights conceived and reduced to practice solely
                by
                employees or agents of Hana or its Affiliate relating to the Products
                shall be and remain the exclusive property of Hana and subject to
                the
                license grant of Section 2.2;

            


    

     

    
      	(f)  	
              Subject
                to Sections 7.4.1(a), 7.4.1(b), 7.4.1(c) and 7.4.1(d), any Intellectual
                Property Rights developed jointly by one or more employees or agents
                of
                each of INEX and Hana or their Affiliates relating to the Products
                shall
                be owned exclusively by Hana, and subject to the license grant of
                Section
                2.2; and

            


    

     

    
      	(g)  	
              Each
                Party shall ensure that its Representatives who perform any portion
                of its
                obligations under this Agreement have entered into written agreements
                with
                such Party whereby such Representatives assign to such Party all
                ownership
                rights in any Intellectual Property Rights made or developed by such
                Representatives in the course of such work for such
                Party.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	7.4.2  	
              Each
                Party further agrees to execute, acknowledge and deliver to the requesting
                Party such other instruments of conveyance and transfer and will
                take such
                other actions and execute, acknowledge and deliver such other documents,
                certifications and further assurances as the requesting Party may
                reasonably require in order to: (i) vest more effectively in the
                requesting Party any rights transferred hereby, including but not
                limited
                to, obtaining registration or regulatory approval of any assets acquired
                or rights granted hereunder or derivative works thereof; or (ii)
                better
                enable the requesting Party to exercise the rights acquired by such
                Party
                hereunder. Each of the Parties hereto will cooperate with the other
                and
                execute and deliver to the other Party such other instruments and
                documents and take such other actions as may be reasonably requested
                from
                time to time by any other Party as necessary to carry out, evidence
                and
                confirm the intended purposes of this
                Agreement.

            


    

     

    
      	7.4.3  	
              Hana
                agrees that in negotiating any joint venture, collaborative research,
                development, Commercialization or other agreement(s) it may have
                with any
                Person other than INEX under which any Intellectual Property Rights
                related to the Products may arise after the effective date of this
                Agreement, Hana shall include in such agreements, provisions that
                provide
                for the assignment or license, as the case may be, of such Intellectual
                Property Rights by such Person(s) and their Representatives to INEX
                in
                accordance with Sections 7.4.1(a), 7.4.1(b), 7.4.1(c) and
                7.4.1(d).

            


    

     

    
      7.5  BCCA
        Patents

    

     

    
      	7.5.1  	
              The
                Parties acknowledge that INEX has made Commercially Reasonable Efforts
                to
                obtain Aradigm’s consent to the assignment by INEX to Hana of the BCCA
                Patents and has discharged its obligation under Section 6.7(a) of
                the
                Transaction Agreement. If Aradigm indicates its willingness to consent
                to
                such assignment and if Aradigm and the Parties are able to agree
                upon the
                terms and conditions for such assignment, the Parties will amend
                this
                Agreement and enter into such other legal documents reasonably necessary
                to support the assignment of BCCA Patents to
                Hana.

            


    

     

    
      	7.5.2  	
              Notwithstanding
                any expiration or termination of the Service Agreement dated April
                3, 2007
                between the Parties and notwithstanding that the assignment of BCCA
                Patents do not constitute IP Services as defined herein, Hana shall
                reimburse INEX’s out of pocket expenses, at cost, and INEX’s internal
                costs at the FTE Rate, for all activities agreed between Hana and
                INEX to
                facilitate the assignment of the BCCA Patents to
                Hana.

            


    

     

    Article
      8  PATENT
      PROSECUTION AND MAINTENANCE

     

    
      8.1  IP
        Committee

    

     

    The
      Parties will establish an IP committee (the “IP
      Committee”)
      comprised of an equal number of Representatives of each Party to coordinate
      patent prosecution and maintenance of the Patents. The IP Committee will conduct
      planning meetings as frequently as the Parties deem necessary. The primary
      method of meeting will be teleconference. The cost of conducting IP Committee
      meetings shall be allocated between the Parties pro-rata based on the combined
      average of each Party’s percentages of responsibilities set forth in each of the
      patent schedules attached to the Definitive Agreements.

     

    
      8.2  Responsibility
        for Patent Prosecution and Maintenance

    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	8.2.1  	
              In
                respect of all patents and patent applications that are listed in
                Exhibits
                1.1.9 and 1.1.54,
                Hana shall be responsible for:

            


    

     

    
      	(a)  	
              the
                continued prosecution of any such pending patent applications to
                the issuance of the resulting
                patents;

            


    

     

    
      	(b)  	
              the
                maintenance of all such issued Patents;
                and

            


    

     

    
      	(c)  	
              the
                filing of additional patent applications for such Patents in any
                jurisdiction world-wide, including, without limitation, any continuations,
                continuations-in-part, divisionals, patents of addition, reissues,
                re-examinations and extensions of or substitutes therefore, which
                additional patent applications (and resulting patents) shall be
                automatically included in the Patents, and the provision of this
                Article 8
                shall apply thereto.

            


    

     

    All
      reasonable costs and expenses arising from Hana’s patent prosecution and
      maintenance shall be allocated between the Parties pro-rata based on the
      percentages set forth in Exhibits
      1.1.9 and 1.1.54.

     

    
      	8.2.2  	
              Notwithstanding
                the allocation of patent prosecution and maintenance costs set forth
                in
                this Section 8.2, if Hana requests IP Services from INEX in respect
                of any
                activities which would otherwise have been performed by Hana pursuant
                to
                Section 8.2.1, INEX shall be entitled to payment of IP Services in
                accordance with the provisions of Section 8.6 and the Service
                Agreement.

            


    

     

    
      	8.2.3  	
              Hana
                shall be responsible for the prosecution of the pending patent
                applications included in the Patents in accordance with the
                responsibilities set forth in Section 8.2.1 and cost allocations
                set forth
                in Exhibits
                1.1.9 and 1.1.54.
                The cost allocations set out in Exhibits
                1.1.9 and 1.1.54 shall
                be subject to review and amendment by mutual agreement of the Parties
                on
                an annual basis on or before December 31 of each year during the
                Term. In
                the event that the parties cannot reach agreement on or before December
                31, the matter will be resolved by arbitration in accordance with
                Article
                13.

            


    

     

    
      	8.2.4  	
              Hana
                shall diligently pursue the prosecution of all patent applications
                in
                accordance with the responsibilities set forth in Section 8.2.1 and
                cost
                allocations set forth in Exhibits
                1.1.9 and 1.1.54 to
                issuance of the resulting patents and shall not abandon, withdraw
                or
                discontinue prosecution of any pending patent applications included
                in the
                Patents without first consulting with and obtaining the prior written
                consent of INEX, which consent shall not be withheld if the Parties
                agree
                that the issuance of a patent from such application is
                unlikely.

            


    

     

    
      	8.2.5  	
              At
                the request of INEX, Hana shall diligently pursue and prosecute additional
                patent filings relating to the Patents and Technology in any jurisdiction
                worldwide in accordance with the responsibilities set forth in Section
                8.2.1 and cost allocations set forth in Exhibits
                1.1.9 and 1.1.54.

            


    

     

    
      	8.2.6  	
              Either
                Party may request the other Party to file new patent applications,
                divisionals, provisionals, non-provisionals, continuations and
                continuations-in-part to ensure that Valid Claims on Patents remain
                pending. If the Party having primary responsibility for patent prosecution
                and maintenance decides not to meet such request, the requesting
                Party
                shall be entitled to, at the requesting Party’s
                election:

            


    

     

    
      	(a)  	
              refer
                the matter to arbitration pursuant to Article 13;
                or

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(b)  	
              perform
                such filings and take such actions as it deems necessary and at its
                sole
                cost.

            


    

     

    If
      the
      requesting Party elects not to refer the matter to arbitration, the other Party
      shall, at the sole cost of the requesting Party:

     

    
      	(c)  	
              cooperate
                with the requesting Party to perform such filings and take such actions
                as
                may be required by the requesting Party if the requesting Party does
                not
                have standing to perform such filings and take such actions;
                or

            


    

     

    
      	(d)  	
              grant
                the requesting Party a power-of-attorney to perform such filings
                and take
                such actions as may be required by the requesting
                Party;

            


    

     

    to
      ensure
      that Valid Claims to Patents remain pending.

     

    
      8.3  Consultation
        and Reporting

    

     

    
      	8.3.1  	
              On
                a timely basis, Hana will consult with or instruct its patent agent(s)
                and/or patent counsel(s) to consult with INEX, and INEX will consult
                with
                or instruct its patent agent(s) and/or patent counsel(s) to consult
                with
                Hana, regarding the claims and any proposed amendments thereto
                of:

            


    

     

    
      	(a)  	
              any
                Patents pending and issued; and

            


    

     

    
      	(b)  	
              any
                additional patent applications to be included in the
                Patents;

            


    

     

    to
      ensure
      that the scope of patent coverage is adequate for the uses of the Patents
      contemplated by each of Hana and INEX.

     

    
      	8.3.2  	
              On
                a timely basis, Hana shall provide INEX with copies of the material
                correspondence and documents which Hana sends or receives in connection
                with the application, prosecution and maintenance of
                Patents.

            


    

     

    
      	8.3.3  	
              Provided
                a Party has provided timely notice and copies of material correspondence
                to the other Party of any matter requiring any action relating to
                any
                application, prosecution or maintenance of the Patents, the Party
                providing timely notice shall not be found to be in breach of its
                obligations under this Article 8 if the other Party, its patent agent(s)
                and/or patent counsel(s) fail to consult with or provide written
                instructions to the Party providing timely notice, at least five
                (5)
                Business Days prior to any deadline including an extendible deadline,
                in
                respect of any action required for the application, prosecution or
                maintenance of the Patents.

            


    

     

    
      8.4  Reports

    

     

    On
      a
      quarterly basis, on or before the last day of each Calendar Quarter during
      the
      Term, each Party shall advise the other Party in writing of the material actions
      which each Party has undertaken concerning the application, prosecution and
      maintenance of the Patents.

     

    
      8.5  Abandonment,
        Withdrawal or Discontinuance

    

     

    
      	8.5.1  	
              Notwithstanding
                each Party’s obligation under Section 8.2, should either Party decide
                to:

            


    

     

    
      	(a)  	
              discontinue
                pursuing one or more patent applications, patent protection or patent
                maintenance for one or more patents in relation to the Patents or
                any
                continuation, continuation-in-part, divisional, reissue, re-examination
                or
                extension thereof for any reason;

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(b)  	
              not
                pursue patent protection in relation to the Patents in any specific
                jurisdiction for any reason; or

            


    

     

    
      	(c)  	
              discontinue
                or not pursue patent protection in relation to any further process,
                use or
                Product arising out of the Patents in any jurisdiction for any
                reason;

            


    

     

    then
      such
      Party (the “Abandoning
      Party”)
      shall
      provide the other Party (the “Non-Abandoning
      Party”)
      with
      prior written notice of its decision to discontinue or not to pursue one or
      more
      patent applications, patent protection, or patent maintenance, in relation
      to
      the Patents (the “Notice
      of Abandonment”),
      and
      to provide sufficient detail to the other Party in sufficient time, such time
      not to be less than thirty (30) Business Days, to enable the other Party to
      file
      a patent application or continue pursuing an existing patent application in
      accordance with Section 8.5.5 or 8.5.7.

     

    
      	8.5.2  	
              The
                Notice of Abandonment to be given by the Abandoning Party pursuant
                to
                Section 8.5.1 shall clearly identify the patent applications, patent
                protection, and/or patent maintenance for the Patents to be
                abandoned.

            


    

     

    
      	8.5.3  	
              Each
                of the Parties agrees that notwithstanding any provision to the contrary
                in this Agreement, effective upon the date of the Non-Abandoning
                Party’s
                receipt of the Notice of Abandonment, the Abandoning Party shall
                lose all
                rights under:

            


    

     

    
      	(a)  	
              the
                patent(s) and patent application(s) to which such Party’s Notice of
                Abandonment applies; and

            


    

     

    
      	(b)  	
              any
                continuation, continuation-in-part, divisional, reissue, re-examination,
                or extension of or to the
                foregoing;

            


    

     

    (any
      one
      of the above being the “Discontinued
      Patent”).

     

    
      	8.5.4  	
              If
                Hana gives Notice of Abandonment to INEX pursuant to Sections 8.5.1
                and
                8.5.2 in respect of: 

            


    

     

    
      	(a)  	
              one
                or more of the Licensed Patents, this license shall be terminated
                with
                respect solely to such Discontinued Patent(s), and Hana shall forfeit
                the
                right to any and all uses of the Discontinued Patent(s) and Technology
                claimed in such Discontinued Patent(s). Exhibits
                1.1.54 and
                1.1.103 will
                be deemed to be amended to exclude such Discontinued Patent and Technology
                claimed in such Discontinued Patent from the grant of license contained
                herein

            


    

     

    
      	(b)  	
              one
                or more of the Assigned Patents and INEX elects to continue to pursue
                any
                patent applications, patent protection and/or patent maintenance
                in
                relation to such Discontinued Patent in accordance with Section 8.5.5,
                Hana shall forfeit the right to any and all uses of such Discontinued
                Patent(s) and of the inventions and Technology claimed in such
                Discontinued Patent(s), and assign such Discontinued Patent(s) to
                INEX.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	8.5.5  	
              If
                Hana has given Notice of Abandonment to INEX pursuant to Sections
                8.5.1
                and 8.5.2, and INEX wishes to continue to pursue any patent applications,
                patent protection and/or patent maintenance in relation to Hana’s
                Discontinued Patent:

            


    

     

    
      	(a)  	
              within
                ten (10) Business Days of INEX’s receipt of Hana’s Notice of Abandonment,
                INEX shall provide Hana with written notice of INEX’s intention to pursue
                any patent applications, patent protection and/or patent maintenance
                in
                relation to Hana’s Discontinued
                Patent;

            


    

     

    
      	(b)  	
              Hana
                shall relinquish patent prosecution and maintenance of Hana’s Discontinued
                Patent and INEX shall assume patent prosecution and maintenance of
                same,
                at INEX’s sole cost and expense;
                and

            


    

     

    
      	(c)  	
              notwithstanding
                the Non-Competition Terms, INEX shall have the exclusive right to
                use
                Hana’s Discontinued Patent and inventions claimed in Hana’s Discontinued
                Patent, in the Hana Field.

            


    

     

    
      	8.5.6  	
              If
                INEX gives Notice of Abandonment to Hana pursuant to Sections 8.5.1
                and
                8.5.2 in respect of:

            


    

     

    
      	(a)  	
              one
                or more of the Licensed Patents, and Hana elects to continue to pursue
                any
                patent applications, patent protection and/or patent maintenance
                in
                relation to such Discontinued Patent in accordance with Section 8.5.7,
                INEX shall forfeit the right to any and all uses of the Discontinued
                Patent(s) and inventions claimed in any Discontinued Patent(s), and
                shall
                assign such Discontinued Patent(s) to
                Hana.

            


    

     

    
      	(b)  	
              one
                or more of the Assigned Patents, Hana’s grant of a license to INEX shall
                be terminated with respect solely to the Discontinued Patent(s),
                and INEX
                shall forfeit the right to any and all uses of the Discontinued Patent(s)
                and Technology claimed in such Discontinued Patent(s). Exhibits
                1.1.9 and
                1.1.103
                will
                be deemed to be amended to exclude such Discontinued Patent(s) and
                Technology claimed in such Discontinued Patent(s) from the grant
                of the
                license to INEX contained herein.

            


    

     

    
      	8.5.7  	
              If
                INEX has given Notice of Abandonment to Hana pursuant to Sections
                8.5.1
                and 8.5.2 and Hana wishes to continue to pursue any patent applications,
                patent protection and/or patent maintenance in relation to INEX’s
                Discontinued Patent:

            


    

     

    
      	(a)  	
              within
                ten (10) Business Days of Hana’s receipt of INEX’s Notice of Abandonment,
                Hana shall provide INEX with written notice of Hana’s intention to pursue
                any patent applications, patent protection and/or patent maintenance
                in
                relation to INEX’s Discontinued Patent, at Hana’s sole cost and expense;
                and

            


    

     

    
      	(b)  	
              notwithstanding
                the Non-Competition Terms, Hana shall have the exclusive right to
                use
                INEX’s Discontinued Patent and the inventions claimed in INEX’s
                Discontinued Patent, outside the Hana
                Field.

            


    

     

    
      	8.5.8  	
              Either
                Party may request the other Party to perform such other Party’s
                responsibilities set forth in Sections 8.2.1 or 8.2.2, as the case
                may be,
                in respect of a particular patent or patent application. If the Party
                bearing such responsibility is unwilling or unable to perform its
                responsibility in a timely manner, the Party requesting performance
                in
                respect of such patent or patent application may, with three (3)
                days
                prior written notice, perform the particular activity(ies) requested
                in
                respect of such patent or patent application. The Party unwilling
                or
                unable to perform its responsibility shall pay all reasonable costs
                and
                out-of-pocket expenses actually incurred by the requesting Party
                to
                perform the particular activity(ies) requested, within thirty (30)
                days of
                the non-performing Party’s receipt of the performing Party’s invoice for
                such costs and out-of-pocket expenses. For the purposes of this Section
                8.5.8, reasonable costs shall
                be calculated using the FTE Rate set forth in the Service Agreement,
                regardless of the Party performing the activity(ies), and notwithstanding
                any termination of the Service
                Agreement.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      8.6  Costs
        of Patent Application, Prosecution and Maintenance

    

     

    
      	8.6.1  	
              Commencing
                from the date that an Abandoning Party has lost all entitlement to
                a
                Discontinued Patent, such Abandoning Party shall not be required
                to share
                in any costs (and services fees if INEX is the Abandoning Party)
                associated with the application, prosecution, and/or maintenance
                of any
                Patents in the Discontinued License
                Patent.

            


    

     

    
      	8.6.2  	
              Subject
                to Section 8.6.1, and notwithstanding any termination of the Service
                Agreement, for as long as INEX continues to perform at Hana’s request, the
                activities required for intellectual property portfolio management
                and all
                associated activities including, without limitation, patent application,
                filing, prosecution and maintenance, and payment of all government
                and
                legal fees required to apply for, prosecute and maintain the Patents
                described in Section 8.2.1 (the “IP
                Services”),
                Hana, its successors, assigns or any Person(s) who acquires any interest
                in any of the Patents and Technology will jointly and severally be
                responsible for paying INEX:

            


    

     

    
      	(a)  	
              [***]
                percent ([***]%) of all reasonable out-of-pocket costs, including,
                without
                limitation, filing fees, fees for external counsel(s), patent agent(s),
                contractors, travel, and lodging expenses incurred by INEX to provide
                IP
                Services; and

            


    

     

    
      	(b)  	
              [***]
                percent ([***]%) of the personnel costs incurred by INEX, calculated
                at
                INEX’s FTE Rate, pro rated to reflect the actual time employees,
                contractors or consultants of INEX spend providing IP Services; provided
                however, that on each anniversary of the Effective Date of the Definitive
                Agreements, the FTE Rate shall be adjusted by a percentage equal
                to the
                percentage change in the Consumer Price Index (All Items) for the
                province
                of British Columbia for the twelve (12) month period ending with
                December
                of the calendar year immediately preceding such anniversary date;
                and

            


    

     

    
      	(c)  	
              [***]
                percent ([***]%) of all out-of-pocket costs and [***] percent ([***]%)
                of
                all personnel costs incurred by INEX to provide IP Services in respect
                of
                any Discontinued Patent which Hana has elected to continue pursuing
                patent
                protection, pursuant to Section
                8.5.5.

            


    

     

    
      	8.6.3  	
              INEX
                will invoice Hana monthly for all costs set forth in Section 8.6.2,
                plus
                all applicable taxes thereon, on or before the 30th
                day after the end of the month in which the IP Services were rendered
                and/or expenses incurred; provided however, that any out-of-pocket
                costs
                incurred which are not captured in any invoice may be captured in
                subsequent invoices. Hana will pay all amounts due and payable hereunder
                in full in Dollars to INEX within thirty (30) days of the date of
                each
                such invoice, by cheque or wire transfer to the account specified
                by
                INEX.

            


    

     

    
      	8.6.4  	
              Notwithstanding
                Section 8.6.3, during the Term, INEX shall not combine Hana’s payment
                obligations for IP Services under the Service Agreement together
                with
                Hana’s payment obligations under this Section 8.6 to recover from Hana,
                its successors, assigns or any Person(s) who acquires any interest
                in any
                of the Patents and Technology, more than the total monthly costs
                set forth
                in Section 8.6.2 in any given
                month.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	8.6.5  	
              Hana
                shall be responsible for prosecuting and maintaining the MD Anderson
                Patents and for payment of all costs associated therewith. If INEX
                exercises its rights under Section 2.2.1
                to
                either the Sarris Patents and/or the Thomas Patents, INEX shall be
                responsible for ten percent (10%) of the cost of Hana’s prosecution and
                maintenance of the Sarris Patents and/or the Thomas Patents, as
                applicable.

            


    

     

    
      8.7  Late
        Payments

    

     

    Any
      payment due under Section 8.6 that is not paid on or before the date such
      payment is due shall bear interest at a rate equal to the lesser
      of:

     

    
      	8.7.1  	
              the
                Prime Rate(s) during the period of late payment plus [***] percent
                ([***]%) interest compounded monthly;
                or

            


    

     

    
      	8.7.2  	
              the
                maximum rate permitted by law;

            


    

     

    calculated
      based on the number of days that payment is delinquent until full payment has
      been made.

     

    
      8.8  Co-operation

    

     

    Each
      Party agrees to obtain the co-operation of its Representatives in the assignment
      of any Intellectual Property Rights addressed by this Agreement, as well as
      in
      the preparation, filing, and prosecution of any patent application or
      registrations which may arise under this Agreement. Such co-operation shall
      include:

     

    
      	8.8.1  	
              making
                available to the other Party or such other Party’s Representatives whom
                the other Party in its reasonable judgment deems necessary in order
                to
                assist it in obtaining patent protection of the Patents;
                and

            


    

     

    
      	8.8.2  	
              executing
                and causing its Representatives to execute all legal documents reasonably
                necessary to support the assignment, filing, prosecution and maintenance
                of said Patents.

            


    

     

    Article
      9  INFRINGEMENT
      PROCEEDINGS

     

    
      9.1  Limits

    

     

    Except
      as
      expressly set out in this Agreement, nothing in this Agreement shall be
      construed as:

     

    
      	9.1.1  	
              an
                obligation by Hana or INEX to bring or prosecute or defend actions
                or
                suits against Third Parties for infringement of patents, copyrights,
                trade-marks, industrial designs or other intellectual property or
                contractual rights; or

            


    

     

    
      	9.1.2  	
              the
                conferring by Hana or INEX of the right to use in advertising or
                publicity
                the name of Hana or INEX or their respective
                trademarks.

            


    

     

    
      9.2  Conduct
        of Infringement Proceedings

    

     

    Notwithstanding
      Section 9.1, in the event of:

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	9.2.1  	
              an
                alleged infringement by a Third Party of the Patents or Technology
                or of
                any right with respect to the Patents or Technology by the manufacture,
                sale, services or use of products derived from the Patents or Technology
                in the Hana Field; or

            


    

     

    
      	9.2.2  	
              any
                complaint by Hana alleging any infringement by a Third Party with
                respect
                to the Patents or Technology or to any right with respect to the
                Patents
                or Technology by the manufacture, sale, service or use of products
                derived
                from the Patents or Technology in the Hana
                Field;

            


    

     

    the
      following shall apply:

     

    
      	9.2.3  	
              Hana
                shall have the first right, in its sole discretion, and at its sole
                expense, to prosecute or defend such
                litigation;

            


    

     

    
      	9.2.4  	
              if
                Hana does not take steps to prosecute or defend such litigation within
                thirty (30) days after receipt of notice thereof, INEX may take such
                legally permissible action as it deems necessary or appropriate to
                prosecute such litigation or defend such litigation at its own expense,
                but shall not be obligated to do
                so;

            


    

     

    
      	9.2.5  	
              the
                Party prosecuting or defending such litigation (in this Article,
                the
                “Litigating
                Party”)
                shall have the right to control such litigation and shall bear all
                legal
                expenses (including court costs and legal fees), including settlement
                thereof provided however that no settlement or consent judgment or
                other
                voluntary final disposition of any suit defended or action brought
                by a
                Party pursuant to this Section 9.2 may be entered into without the
                consent
                of the other Party if such settlement would require the other Party
                to be
                subject to an injunction or to make a monetary payment or would restrict
                the claims in or admit any invalidity of any Patents or significantly
                adversely affect the rights of the other Party to this Agreement
                (the
                “Non-litigating
                Party”).
                By way of example and not by way of limitation, there shall be no
                right of
                the Litigating Party to stipulate or admit to the invalidity or
                unenforceability of any Patents. Before any action is taken by the
                Litigating Party which could abridge the rights of the Non-litigating
                Party hereunder, the Parties agree to, in good faith, consult with
                a goal
                of adopting a mutually satisfactory
                position;

            


    

     

    
      	9.2.6  	
              the
                Non-litigating Party agrees to co-operate reasonably in any such
                litigation to the extent of executing all necessary documents, supplying
                essential documentary evidence and making essential witnesses then
                in its
                employment available and to vest in the Litigating Party the right
                to
                institute any such suits, so long as all the direct or indirect costs
                and
                expenses of bringing and conducting any such litigation or settlement
                shall be borne by the Litigating Party, provided that INEX and Hana
                shall
                recover their respective actual out-of-pocket expenses, or equitable
                proportions thereof, associated with any litigation or settlement
                thereof
                from any recovery made by any Party. Any excess amount remaining
                after
                satisfaction of the Parties’ recovery of their respective actual
                out-of-pocket expenses, or equitable proportions thereof, associated
                with
                any litigation or settlement thereof from any recovery made by any
                Party
                (the “Excess
                Amount”)
                shall be shared between Hana and INEX on the same basis as set forth
                in
                Sections 3.1, 3.2 and 3.3 with respect to Royalties from Net Sales
                of
                Product in the applicable jurisdiction; provided however, that any
                Excess
                Amount in the form of punitive Damages shall be shared between Hana
                and
                INEX in proportion to each Party’s contribution to litigation expenses. In
                the event a settlement or consent judgement does not distinguish
                between
                the forms of Damages payable by the Third Party, and Hana and INEX
                cannot
                agree on what portion, if any, of the Excess Amount constitutes punitive
                Damages, the Parties will refer the matter to arbitration in accordance
                with Article 13;

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	9.2.7  	
              the
                Litigating Party shall keep the Non-litigating Party fully informed
                of the
                actions and positions taken or proposed to be taken by the Litigating
                Party on behalf of itself or a licensee or sublicense (including
                Licensee
                or Sublicensee) and actions and positions taken by all other parties
                to
                such litigation; and

            


    

     

    
      	9.2.8  	
              in
                the event that INEX prosecutes or defends such litigation, Hana may
                elect
                to participate formally in the litigation to the extent that the
                court may
                permit, but any additional expenses generated by such formal participation
                shall be paid by Hana (subject to the possibility of recovery of
                some or
                all of such additional expenses as described in Section 9.2.6 or
                from such
                other parties to the litigation).

            


    

     

    
      9.3  Breach
        of Confidence Proceedings

    

     

    In
      the
      event of an alleged breach of confidentiality respecting Confidential
      Information or any Third Party use of Confidential Information, Hana and INEX
      agree that they shall reasonably cooperate to enjoin such Third Party’s use of
      such Confidential Information, and take such other action as a Party with regard
      to its own Confidential Information may deem appropriate, at law or in
      equity.

     

    
      9.4  Defense
        of Infringement Proceedings

    

     

    
      	9.4.1  	
              If
                any complaint alleging infringement or violation of any patent or
                other
                proprietary rights is made against Hana, its Affiliate, Licensee
                or
                Sublicensee with respect to the Manufacture, use or sale of a Product,
                the
                following shall apply:

            


    

     

    
      	(a)  	
              Hana
                shall promptly notify INEX in writing upon receipt of any such complaint
                setting out full details thereof and shall keep INEX fully informed
                of the
                actions and positions taken by the complainant and taken or proposed
                to be
                taken by Hana (on behalf of itself, a Licensee or a
                Sublicensee);

            


    

     

    
      	(b)  	
              if
                such complaint gives rise to an indemnification obligation under
                any of
                the Definitive Agreements in favor of Hana (or its Affiliate or Licensee
                or Sublicensee) on the part of INEX, then INEX shall defend such
                suit and
                all costs and expenses incurred by Hana (or any Affiliate or Licensee
                or
                Sublicensee) in investigating, resisting, litigating and settling
                such a
                complaint, including the payment of any award of Damages and/or costs
                to
                any Third Party, shall be paid by
                INEX;

            


    

     

    
      	(c)  	
              if
                such complaint does not give rise to an indemnification obligation
                under
                the Definitive Agreements in favor of Hana on the part of INEX, then
                Hana
                shall have the right but not the obligation to defend such suit and
                all
                costs and expenses incurred by Hana (or any Affiliate or Licensee
                or
                Sublicensee) in investigating, resisting, litigating and settling
                such a
                complaint, including the payment of any award of Damages and/or costs
                to
                any Third Party, shall be paid by Hana (or any Affiliate or Licensee
                or
                Sublicensee, as the case may be);
                and

            


    

     

    
      	(d)  	
              in
                any event, INEX and Hana shall assist one another and cooperate in
                any
                such litigation at each Party’s own
                expense.

            


    

     

    
      	9.4.2  	
              If
                any complaint alleging infringement or violation of any patent or
                other
                proprietary rights is made against INEX, its Affiliate, licensee
                or
                sublicensee with respect to the Manufacture, use or sale of a Product,
                the
                following procedure shall apply:

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(a)  	
              INEX
                shall promptly notify Hana in writing upon receipt of any such complaint
                setting out full details thereof and shall keep Hana fully informed
                of the
                actions and positions taken by the complainant and taken or proposed
                to be
                taken by INEX;

            


    

     

    
      	(b)  	
              if
                such a complaint gives rise to an indemnification obligation under
                the
                Definitive Agreements in favor of INEX on the part of Hana, then
                Hana
                shall defend such suit and all costs and expenses incurred by INEX
                (or its
                Affiliate) in investigating, resisting, litigating and settling such
                a
                complaint, including the payment of any award of Damages and/or costs
                to
                any Third Party, shall be paid by
                Hana;

            


    

     

    
      	(c)  	
              if
                such complaint does not give rise to an indemnification obligation
                under
                the Definitive Agreements in favor of INEX on the part of Hana, then
                INEX
                shall have the right but not the obligation to defend such suit and
                all
                costs and expenses incurred by INEX (or its Affiliate) in investigating,
                resisting, litigating and settling such a compliant, including the
                payment
                of any award of Damages and/or costs to any Third Party, shall be
                paid by
                INEX;

            


    

     

    
      	(d)  	
              in
                any event, INEX and Hana shall assist one another and cooperate in
                any
                such litigation at each Party’s own
                expense.

            


    

     

    
      	9.4.3  	
              With
                regard to costs and expenses incurred by Hana (or any Licensee or
                Sublicensee) under Sections 9.4.1(c) or 9.4.2(b) in investigating,
                resisting, litigating and settling such a complaint, including the
                payment
                of any award of Damages and/or costs to any Third Party (the “Offset
                Amount”),
                but not including any punitive award (the “Punitive
                Amount”),
                Hana (or any Licensee or Sublicensee) shall be entitled to offset
                or
                credit [***] percent ([***]%) of the Offset Amount against future
                payments
                otherwise due INEX as set forth in Section 3.7.1. With regard to
                any
                Punitive Amount (eg. willful infringement), the same is not included
                in
                the Offset Amount and is not to be offset or credited against future
                payments due INEX.

            


    

     

    
      	9.4.4  	
              In
                the event a complaint is made under either of Sections 9.4.1 or 9.4.2,
                no
                settlement or consent judgment or other voluntary final disposition
                may be
                entered into without the consent of the other Party if such settlement
                would require the other Party to be subject to an injunction or to
                make a
                monetary payment or would restrict the claims in or admit any invalidity
                of any Patents or significantly adversely affect the rights of the
                other
                Party.

            


    

     

    
      9.5  Co-operation
        with Other Licensees

    

     

    Hana
      acknowledges that INEX may grant rights to its other sublicensees in respect
      of
      fields outside of the Hana Field similar to those granted to Hana under Sections
      9.2, 9.3, 9.4 and this Section 9.5. If INEX grants such rights to its other
      sublicensees, in the event of any litigation in respect of:

     

    
      	9.5.1  	
              fields
                outside of the Hana Field that may reasonably affect Hana’s use of the
                Patents or Technology in the Hana Field or the Manufacture, use or
                sale of
                Product by Hana; or

            


    

     

    
      	9.5.2  	
              the
                Hana Field that may reasonably affect INEX or one or more of INEX’s
                sublicensee’s use of the Patents or Technology outside the Hana Field or
                the manufacture, use or sale of products outside the Hana Field by
                INEX or
                one or more other such
                sublicensee(s);

            


    

     

    then
      INEX, Hana and such other sublicensees will use good faith efforts to determine
      jointly the course of action, if any, necessary or appropriate to prosecute
      or
      defend the litigation. INEX will use reasonable efforts to include in its
      sublicense agreements, provisions that allow the participation of Hana as
      contemplated herein.

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Article
      10  CONFIDENTIAL
      INFORMATION AND PUBLICATION

     

    
      10.1  Treatment
        of Confidential Information

    

     

    Each
      Party agrees:

     

    
      	10.1.1  	
              to
                keep and use in strict confidence all Confidential Information of
                the
                other Party that each Party acquires, sees, or is informed of, as
                a direct
                or indirect consequence of this Agreement and to not, without the
                prior
                written consent of the other Party, disclose any such Confidential
                Information or recollections thereof to any Person other than its
                Representatives who are under an obligation of confidentiality on
                terms
                substantially similar to those set out in this Agreement, who have
                been
                informed of the confidential nature of the Confidential Information
                and
                who require such information in connection with the performance of
                this
                Agreement;

            


    

     

    
      	10.1.2  	
              that
                all copies, duplicates, reproductions, translations or adaptations
                of any
                Confidential Information of the other Party made hereunder shall
                be
                clearly labeled as confidential;
                and

            


    

     

    
      	10.1.3  	
              to
                take all reasonable steps to prevent material in its possession that
                contains or refers to Confidential Information of the other Party
                from
                being discovered, used or copied by Third Parties and that it shall
                use
                reasonable steps to protect and safeguard all Confidential Information
                of
                the other Party in its possession from all loss, theft or
                destruction.

            


    

     

    
      10.2  Permitted
        Disclosures

    

     

    Notwithstanding
      anything to the contrary contained in this Agreement, each Party will be
      permitted to disclose Confidential Information received from the other
      Party:

     

     

    
      	10.2.1  	
              where
                in the reasonable and unqualified opinion of the receiving Party’s legal
                counsel, disclosure is required to be made
                under:

            


    

     

    
      	(a)  	
              the
                securities laws of any relevant jurisdiction, including the receiving
                Party’s jurisdiction of incorporation or a jurisdiction in which the
                receiving Party’s securities are traded on a stock exchange;
                or

            


    

     

    
      	(b)  	
              such
                disclosure is required to be made by the receiving Party or its
                Representatives under the terms of a valid and effective subpoena
                or order
                issued by a court of competent jurisdiction or by an administrative
                body
                or government authority;

            


    

     

    provided
      that:

     

    
      	(c)  	
              the
                receiving Party shall immediately notify the disclosing Party prior
                to any
                such disclosure and the disclosing Party shall have been given the
                opportunity where possible to oppose such disclosure by the receiving
                Party by seeking a protective order or other appropriate remedy,
                or to
                waive compliance with the provisions of this
                Agreement;

            


    

     

    
      	(d)  	
              the
                receiving Party or its Representatives, as the case may be, shall
                disclose
                only that portion of the information legally required to be disclosed,
                and

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(e)  	
              the
                receiving Party or its Representatives, as the case may be, will
                exercise
                all reasonable efforts to maintain the confidential treatment of
                the
                information; and

            


    

     

    
      	10.2.2  	
              to
                Third Party contractors or collaborators to facilitate or carry out
                the
                Parties’ performance of their respective activities under this Agreement,
                provided that such Third Parties enter into an agreement with such
                Party
                which contains confidentiality provisions substantially the same
                as those
                set forth herein.

            


    

     

    
      10.3  Liability
        for Representatives

    

     

    Each
      Party will maintain a list of all Representatives to whom it has disclosed
      Confidential Information and will be responsible for the failure by any of
      its
      Representatives to maintain the confidence of any Confidential Information
      of
      the other Party in accordance with the terms of this Article.

     

    
      10.4  Publications
        Generally

    

     

    The
      following restrictions shall apply with respect to the disclosure in
      conferences, scientific journals or publications by any Party or Representative
      of any Party relating to the inventions contained in the Patents and the
      Technology or to the activities or results of the Development by Hana of any
      Product:

     

    
      	10.4.1  	
              at
                least thirty (30) days before any proposed submission is submitted
                and any
                proposed publication is published by a Party (the “Publishing
                Party”),
                such Publishing Party shall provide the other Party with an advance
                copy
                of any such proposed submission or proposed publication, as the case
                may
                be, before any other disclosure of same and such other Party shall
                have a
                reasonable opportunity to recommend any changes it reasonably believes
                are
                necessary to preserve Intellectual Property Rights or Confidential
                Information belonging in whole or in part to INEX or Hana, and the
                incorporation of such recommended changes shall not be unreasonably
                refused; and

            


    

     

    
      	10.4.2  	
              if
                such other Party informs the Publishing Party, within thirty (30)
                days
                after receipt of an advance copy of a proposed publication, that
                such
                publication in its reasonable judgment could be expected to have
                a
                material adverse effect on any Intellectual Property Rights or
                Confidential Information belonging in whole or in part to INEX or
                Hana,
                the Publishing Party shall delay or prevent such publication as proposed.
                In the case of inventions, the delay shall be sufficiently long to
                permit
                the timely preparation and filing of a patent application(s) or
                application(s) for a certificate of invention on the information
                involved
                but not more than ninety (90) days.

            


    

     

    
      10.5  No
        Limitation on Regulatory Compliance

    

     

    Nothing
      in this Agreement shall be construed as preventing or in any way inhibiting
      Hana
      from complying with statutory and regulatory requirements governing the
      Development, Manufacture, use and sale or other distribution of Product in
      the
      Territory in any manner which it reasonably deems appropriate, including, for
      example, by disclosing to Regulatory Authorities Confidential Information or
      other information received from INEX.

     

    
      10.6  Return
        of Confidential Information

    

     

    Except
      as
      required to comply with Regulatory Requirements, within thirty (30) days of
      receipt of a written request from the disclosing Party, the receiving Party
      will
      return to the disclosing Party or destroy, at the disclosing Party’s sole
      discretion, all Confidential Information of the disclosing Party, including
      all
      such information that is electronically stored by the receiving Party, all
      reproductions thereof and all samples of materials in the form provided by
      the
      disclosing Party to the receiving Party, in the receiving Party’s possession or
      control and confirm such destruction or delivery to the disclosing Party in
      writing, as applicable.

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      11  REPRESENTATIONS
      AND WARRANTIES

     

    
      11.1  Hana
        Representations and Warranties

    

     

    Hana
      hereby represents and warrants to INEX that, as of the effective date of this
      Agreement:

     

    
      	11.1.1  	
              Hana
                is a corporation duly organised, existing, and in good standing under
                the
                laws of Delaware and has the power, authority, and capacity to enter
                into
                this Agreement and to carry out the transactions contemplated by
                this
                Agreement, all of which have been duly and validly authorised by
                all
                requisite corporate proceedings;

            


    

     

    
      	11.1.2  	
              the
                execution, delivery and performance by Hana of this Agreement do
                not
                contravene or constitute a default under any provision of applicable
                law
                or its articles or by-laws (or equivalent documents) or of any judgment,
                injunction, order, decree or other instrument binding upon
                Hana;

            


    

     

    
      	11.1.3  	
              all
                licenses, consents, authorizations and approvals, if any, required
                for the
                execution, delivery and performance by Hana of this Agreement have
                been
                obtained and are in full force and effect and all conditions thereof
                have
                been complied with, and no other action by or with respect to, or
                filing
                with, any governmental authority or any other Person is required
                in
                connection with the execution, delivery and performance by Hana of
                this
                Agreement;

            


    

     

    
      	11.1.4  	
              this
                Agreement constitutes a valid and binding agreement of Hana, enforceable
                against Hana in accordance with its terms, except as such enforceability
                may be limited by bankruptcy, insolvency, moratorium or creditors’ rights
                generally;

            


    

     

    
      	11.1.5  	
              the
                execution, delivery and performance by Hana of this Agreement do
                not and
                will not conflict with or result in a material breach of any of the
                terms
                and provisions of any Third Party agreement of Hana entered into
                as of the
                effective date of this Agreement;

            


    

     

    
      	11.1.6  	
              Hana
                is not aware of any impediment, including without limitation any
                Third
                Party agreement of Hana, which would prevent Hana from performing
                its
                obligations under this Agreement;

            


    

     

    
      	11.1.7  	
              Hana
                will not enter into any Third Party agreement after the effective
                date of
                this Agreement which, in any way, will prevent Hana from performing
                all of
                the obligations hereunder;

            


    

     

    
      	11.1.8  	
              the
                authorized capital of Hana consists of 100,000,000 shares of Common
                Stock,
                of which 29,295,117 shares
                are issued and outstanding as of March 30, 2007, and 10,000,000 shares
                of
                preferred stock, par value $0.001 per share, none of which is issued
                and
                outstanding. All of such issued and outstanding shares of Common
                Stock
                have been validly issued and are outstanding as fully paid and
                non-assessable;

            


    

     

    
      	11.1.9  	
              the
                issuance of the Common Stock has been duly authorized by all necessary
                action on the part of Hana and no further action is required by Hana
                or
                its board of directors or shareholders to complete the issuance of
                the
                Common Stock;

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	11.1.10  	
              the
                Common Stock, when issued, will be duly and validly issued, fully
                paid and
                non-assessable and will be free and clear of all liens, charges,
                encumbrances and any rights of others. Hana has reserved from its
                duly
                authorized capital stock a number of shares sufficient to meet its
                obligations to issue the Common Stock
                hereunder;

            


    

     

    
      	11.1.11  	
              no
                consent, approval, authorization or other order of any governmental
                authority is required to be obtained by Hana in connection with the
                authorization and issuance of Common Stock, except for such registrations,
                filings or notices as have been made or as may be required to be
                made
                pursuant to U.S. or Canadian securities
                laws;

            


    

     

    
      	11.1.12  	
              subject
                to: (i) INEX’s representation and warranty set forth in Section 11.2.8;
                and (ii) the completion of the assignment of the MD Anderson Patents
                by
                INEX to Hana, and to the best of the knowledge of Hana without independent
                investigation or inquiry of any kind, Hana holds the entire right
                title
                and interest in and to the Assigned Patents, free and clear of all
                encumbrances and Hana has the right and power to grant on an exclusive
                and
                non-exclusive basis, as the case may be, the licences granted to
                INEX
                under this Agreement without consent of any Third Party that may
                claim any
                such interest through Hana, including, without limitation, any secured
                creditor of Hana

            


    

     

    
      	11.1.13  	
              subject
                to INEX’s representation and warranty set forth in Section 11.2.9; and
                subject to the completion of the assignment of the MD Anderson Patents
                by
                INEX to Hana, to the best of the knowledge of Hana without independent
                investigation or inquiry of any kind, all the Assigned Patents are
                validly
                subsisting and all maintenance fees and similar annuity payments
                have been
                made in each of the jurisdictions requiring such payments;
                and

            


    

     

    
      	11.1.14  	
              Subject
                to INEX’s representation and warranty set forth in Section 11.2.12, and
                without independent investigation or inquiry of any kind, except
                for the
                Intellectual Property Rights described in this Agreement, Hana neither
                owns nor controls any Intellectual Property Rights that would be
                required
                by INEX in order to make, have made, use, sell, offer for sale, import,
                and have imported Products outside the Hana Field in the
                Territory.

            


    

     

    
      11.2  INEX
        Representations and Warranties

    

     

    INEX
      warrants and represents to Hana that, as of the effective date of this
      Agreement:

     

    
      	11.2.1  	
              INEX
                is a corporation duly organised, existing, and in good standing under
                the
                laws of British Columbia and has the power, authority, and capacity
                to
                enter into this Agreement and to carry out the transactions contemplated
                by this Agreement, all of which have been duly and validly authorised
                by
                all requisite corporate
                proceedings;

            


    

     

    
      	11.2.2  	
              the
                execution, delivery and performance by INEX of this Agreement do
                not
                contravene or constitute a default under any provision of applicable
                law
                or its articles or by-laws (or equivalent documents) or of any judgment,
                injunction, order, decree or other instrument binding upon
                INEX;

            


    

     

    
      	11.2.3  	
              all
                licenses, consents, authorizations and approvals, if any, required
                for the
                execution, delivery and performance by INEX of this Agreement have
                been
                obtained and are in full force and effect and all conditions thereof
                have
                been complied with, and no other action by or with respect to, or
                filing
                with, any governmental authority or any other Person is required
                in
                connection with the execution, delivery and performance by INEX of
                this
                Agreement;

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	11.2.4  	
              this
                Agreement constitutes a valid and binding agreement of INEX, enforceable
                against INEX in accordance with its terms, except as such enforceability
                may be limited by bankruptcy, insolvency, moratorium or creditors’ rights
                generally;

            


    

     

    
      	11.2.5  	
              the
                execution, delivery and performance by INEX of this Agreement do
                not and
                will not conflict with or result in a material breach of any of the
                terms
                and provisions of any Third Party agreement of INEX entered into
                as of the
                effective date of this Agreement;

            


    

     

    
      	11.2.6  	
              INEX
                is not aware of any impediment, including without limitation any
                Third
                Party agreement, which would prevent INEX from performing its obligations
                under this Agreement; 

            


    

     

    
      	11.2.7  	
              INEX
                will not enter into any Third Party agreement after the effective
                date of
                this Agreement which, in any way, will limit its ability to perform
                all of
                the obligations hereunder;

            


    

     

    
      	11.2.8  	
              to
                the best of the knowledge of INEX, INEX holds the entire right title
                and
                interest in and to the Patents and Technology, free and clear of
                all
                encumbrances and INEX has the right and power to
                grant:

            


    

     

    
      	(a)  	
              on
                an exclusive basis, the licences granted to Hana under this Agreement
                without consent of any Third Party that may claim any such interest
                through INEX, including, without limitation, any secured creditor
                of INEX;
                and

            


    

     

    
      	(b)  	
              the
                assignments granted to Hana under this Agreement, and INEX has obtained
                the consent of all Third Parties from whom consent to such assignments
                is
                required;

            


    

     

    
      	11.2.9  	
              to
                the best of the knowledge of INEX, all the Patents are validly subsisting
                and all maintenance fees and similar annuity payments have been made
                in
                each of the jurisdictions requiring such
                payments;

            


    

     

    
      	11.2.10  	
              to
                the best of the knowledge of INEX, all statements contained in any
                applications for the registration of the Patents were true and correct
                as
                of the date of such applications; 

            


    

     

    
      	11.2.11  	
              except
                for the Intellectual Property Rights described in this Agreement,
                INEX
                neither owns nor controls any Intellectual Property Rights that would
                be
                required by Hana in order to make, have made, use, sell, offer for
                sale,
                import, and have imported Products in the Hana Field in the Territory;
                and

            


    

     

    
      	11.2.12  	
              to
                the actual knowledge of INEX, without independent investigation or
                inquiry, the rights to the Patents and Technology granted by INEX
                pursuant
                to this Agreement, are all of the Intellectual Property Rights necessary
                for Hana to make, have made, use, sell, offer for sale, import, and
                have
                imported Products in the Hana Field within the Territory, without
                any
                infringement of or conflict with the Intellectual Property Rights
                of Third
                Parties.

            


    

     

    
      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    
      11.3  DISCLAIMER

    

     

    EXCEPT
      FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS CONTAINED IN THIS AGREEMENT,
      NEITHER INEX NOR HANA MAKES, AND EACH HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTIES
      OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WHETHER IN FACT OR IN LAW,
      INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
      FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

     

    Article
      12  INDEMNIFICATION
      AND LIABILITY LIMITATIONS

     

    
      12.1  Indemnification
        by Hana 

    

     

    Hana
      hereby agrees that it shall be responsible for, indemnify, hold harmless and
      defend INEX, its Representatives and their respective heirs, successors and
      assigns (collectively, the “INEX
      Indemnitees”),
      from
      and against any and all Damages suffered or incurred by any INEX Indemnitee
      arising out of, relating to, resulting from or in connection with any Third
      Party claims arising out of or relating to:

     

    
      	12.1.1  	
              the
                breach of any representation or warranty made by Hana
                herein;

            


    

     

    
      	12.1.2  	
              the
                default by Hana in the performance or observance of any of its obligations
                to be performed or observed
                hereunder;

            


    

     

    
      	12.1.3  	
              the
                breach by Hana of any Regulatory Requirements, regulations and guidelines
                in connection with any Product; 

            


    

     

    
      	12.1.4  	
              any
                complaint alleging infringement or violation of any patent or other
                proprietary rights is made against INEX or its Affiliates with respect
                to
                Hana’s Manufacture, use or sale of a Product;
                and

            


    

     

    
      	12.1.5  	
              any
                injury or death to any Person or damage to any property caused by
                any
                Product provided by Hana or a Licensee or Sublicensee, whether claimed
                by
                reason of breach of warranty, negligence, product defect or otherwise,
                and
                regardless of the form in which any such claim is
                made.

            


    

     

    The
      foregoing shall not apply to the extent that such Damages are due
      to:

     

    
      	12.1.6  	
              the
                breach of any representation or warranty made by INEX
                herein;

            


    

     

    
      	12.1.7  	
              the
                default by INEX in the performance or observance of any of its obligations
                to be performed or observed hereunder;
                and

            


    

     

    
      	12.1.8  	
              the
                breach by INEX of any Regulatory Requirements, regulations and guidelines
                in connection with any Patents and
                Technology.

            


    

     

    
      12.2  Indemnification
        by INEX

    

     

    INEX
      hereby agrees that it shall be responsible for, indemnify, hold harmless and
      defend Hana, its Representatives, and their respective heirs, successors and
      assigns (collectively, the “Hana
      Indemnitees”),
      from
      and against any and all Damages suffered or incurred by any Hana Indemnitee
      arising out of, relating to, resulting from or in connection with any Third
      Party claims arising out of or relating to:

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	12.2.1  	
              the
                breach of any representation or warranty made by INEX
                herein;

            


    

     

    
      	12.2.2  	
              the
                default by INEX in the performance or observance of any of its obligations
                to be performed or observed hereunder;
                and

            


    

     

    
      	12.2.3  	
              the
                breach by INEX of any Regulatory Requirements, regulations and guidelines
                in connection with any Patents and
                Technology;

            


    

     

     

    The
      foregoing shall not apply to the extent that such Damages are due
      to:

     

    
      	12.2.4  	
              the
                breach of any representation or warranty made by Hana
                herein;

            


    

     

    
      	12.2.5  	
              the
                default by Hana in the performance or observance of any of its obligations
                to be performed or observed
                hereunder;

            


    

     

    
      	12.2.6  	
              the
                breach by Hana of any Regulatory Requirements, regulations and guidelines
                in connection with any Product; and

            


    

     

    
      	12.2.7  	
              any
                injury or death to any person or damage to any property caused by
                any
                Product provided by Hana or its Licensee or Sublicensees, whether
                claimed
                by reason of breach of warranty, negligence, product defect or otherwise,
                and regardless of the form in which any such claim is
                made.

            


    

     

    
      12.3  Notice
        of Claims

    

     

    In
      the
      event that a claim is made pursuant to Section 12.1 or 12.2 against any Person
      who seeks indemnification hereunder (the “Indemnitee”),
      the
      Indemnitee shall give the indemnifying Party (the “Indemnitor”)
      prompt
      notice of any claim or lawsuit or other action for which it seeks to be
      indemnified under this Agreement and agrees that the Indemnitor shall not have
      any obligation under Section 12.1 or 12.2 as applicable, unless:

     

    
      	12.3.1  	
              the
                Indemnitor is granted, subject to the provisions of this Section
                12.3 and
                the relevant provisions of Article 9, full authority and control
                over the
                defense, including settlement, against such claim or law suit or
                other
                action, and

            


    

     

    
      	12.3.2  	
              the
                Indemnitee cooperates fully with the Indemnitor and its agents in
                defense
                of the claims or law suit or other
                action.

            


    

     

    The
      Indemnitee shall have the right to participate in the defense of any such claim,
      complaint, suit, proceeding or cause of action referred to in this Section
      utilizing attorneys of its choice, at its own expense, provided however, that
      the Indemnitor shall, subject to the provisions of this Section 12.3 and the
      relevant provisions of Article 9, have full authority and control to handle
      any
      such claim, complaint, suit proceeding, or cause of action, including any
      settlement or other disposition thereof, for which the Indemnitee seeks
      indemnification under this Section, provided however, subject to the following
      sentence, that no settlement or consent judgment or other voluntary final
      disposition may be entered into without the consent of the Indemnitee if such
      settlement would require the Indemnitee to be subject to an injunction or to
      make a monetary payment or would restrict the claims in or admit any invalidity
      of any Patents or significantly adversely affect the rights of the
      Indemnitee.

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      12.4  Consequential
        Losses

    

     

    EXCEPT
      FOR EACH PARTY’S LIABILITY TO THE OTHER PARTY FOR INFRINGEMENT OF THE OTHER
      PARTY’S INTELLECTUAL PROPERTY RIGHTS OR BREACH OF THE OBLIGATIONS RESPECTING
      CONFIDENTIAL INFORMATION, NO PARTY WILL BE LIABLE FOR CONSEQUENTIAL OR
      INCIDENTAL DAMAGES OF ANY NATURE ARISING FROM SUCH PARTY'S ACTIVITIES UNDER
      THIS
      AGREEMENT; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT LIMIT THE
      INDEMNIFICATION OBLIGATION OF SUCH PARTY UNDER SECTIONS 12.1 OR 12.2 FOR
      CONSEQUENTIAL OR INCIDENTAL DAMAGES RECOVERED BY A THIRD PARTY.

     

    
      12.5  Actions
        Between the Parties

    

     

    For
      the
      avoidance of doubt, in connection with actions brought by one Party hereto
      against the other (whether for breach of any provisions hereof, any
      representation or warranty made herein or otherwise), each Party expressly
      reserves all of its rights and remedies under applicable law, including, without
      limitation, the right to sue for breach of contract.

     

    
      12.6  Insurance

    

     

    
      	12.6.1  	
              Prior
                to or immediately upon the start of any human clinical trials or
                other
                product testing involving human subjects by Hana or its Licensee
                or
                Sublicensee (“Human
                Clinical Trials”)
                and for a period of five (5) years after the expiration of this Agreement
                or the earlier termination thereof, Hana shall obtain and/or maintain,
                respectively, at its sole cost and expense, public liability and
                product
                liability insurance in not less than the following amounts, with
                a
                reputable and financially secure insurance
                carrier:

            


    

     

    
      	(a)  	
              Each
                Occurrence:$5,000,000
                Dollars

            


    

     

    
      	(b)  	
              General
                Aggregate:$5,000,000
                Dollars

            


    

     

    Such
      product liability insurance shall insure against all liability, including
      personal injury, physical injury, or property damage arising out of the
      Manufacture, sale, distribution, or marketing in the Territory, by Hana or
      its
      Licensee or Sublicensee, of Product. Hana shall provide written proof of the
      existence of such insurance to INEX upon request.

     

    
      	12.6.2  	
              At
                all times during the Term of this Agreement and for a period of five
                (5)
                years after the expiration of this Agreement or the earlier termination
                thereof, INEX shall obtain and/or maintain, respectively, at its
                sole cost
                and expense, comprehensive or commercial form general liability coverage,
                including contractual liability, and public liability insurance in
                not
                less than the following amounts, with a reputable and financially
                secure
                insurance carrier:

            


    

     

    
      	(a)  	
              Each
                Occurrence:$4,000,000
                (Canadian dollars)

            


    

     

    
      	(b)  	
              General
                Aggregate:$4,000,000
                (Canadian dollars)

            


    

     

    INEX
      shall, at Hana’s request, provide Hana with certificates of insurance and copies
      of the policies of insurance reflecting the coverage and amounts set forth
      in
      this Section 12.6.2. Each certificate of insurance shall contain a provision
      that the coverage afforded under the policy(ies) will not be canceled without
      thirty (30) days prior written notice (hand delivered or certified mail, return
      receipt requested) to Hana.

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	12.6.3  	
              Each
                Party shall require that such Party’s Representatives and Hana’s Licensee
                and Sublicensee under this Agreement shall
                either:

            


    

     

    
      	(a)  	
              demonstrate
                to the other Party’s reasonable satisfaction that such Representative or
                Hana’s Licensee or Sublicensee has a program of self insurance no less
                adequate than that which a reasonable and prudent businessperson
                carrying
                on a similar line of business would require;
                or

            


    

     

    
      	(b)  	
              sixty
                (60) days prior to the earlier of the start of Human Clinical Trials
                or
                the first sale of any such Product by Hana’s Licensee or Sublicensee,
                procure and maintain public liability and product liability insurance
                in
                reasonable amounts, with a reputable and financially secure insurance
                carrier.

            


    

     

    
      	12.6.4  	
              Notwithstanding
                anything to the contrary contained in this Section 12.6, before the
                first
                date of commercial sale of any Product in the U.S., Hana and its
                Affiliate
                and Licensee and Sublicensee of each such Product will maintain in
                full
                force and effect, with reputable insurers or pursuant to a self-insurance
                program, product liability insurance to a minimum value of Five
                Million Dollars ($5,000,000) per each occurrence and in the
                aggregate. 

            


    

     

    Article
      13  DISPUTE
      RESOLUTION

     

    
      13.1  Negotiation
        and Arbitration

    

     

    In
      the
      event of any dispute arising between the Parties concerning this Agreement,
      its
      enforceability, or its interpretation, the following procedure shall
      apply:

     

    
      	13.1.1  	
              Prior
                to engaging in any formal dispute resolution with respect to any
                dispute,
                controversy or claim arising out of or in relation to this Agreement
                or
                the breach, termination or invalidity of this Agreement (each, a
                “Dispute”),
                the Chief Executive Officers of the Parties shall attempt to resolve
                the
                Dispute for a period not less than thirty (30)
                days.

            


    

     

    
      	13.1.2  	
              Except
                for any Dispute with respect to Intellectual Property Rights, which
                may,
                at the option of the other Party, be dealt with by commencing an
                action in
                a court of competent jurisdiction, any Dispute that cannot be settled
                amicably by agreement of the Parties pursuant to Section 13.1.1 may,
                on
                mutual agreement of the Parties, be finally settled by a single arbitrator
                appointed pursuant to the rules of The Center for Public Resource’s
                Institute for Dispute Resolution.

            


    

     

    
      	13.1.3  	
              The
                place of arbitration shall be Seattle, Washington and the language
                to be
                used in the arbitration proceedings shall be
                English.

            


    

     

    
      	13.1.4  	
              The
                award rendered in any arbitration shall be final and binding upon
                both
                Parties. The judgment rendered by the arbitrator(s) shall include
                costs of
                arbitration, reasonable legal fees and reasonable costs for any expert
                and
                other witnesses.

            


    

     

    
      	13.1.5  	
              Nothing
                in this Agreement shall be deemed as preventing either Party from
                seeking
                specific performance, injunctive relief (or any other equitable relief),
                in respect of any actual or threatened breach of this Agreement,
                without
                proof of actual damages, from any court having jurisdiction over
                the
                Parties and the subject matter of the Dispute as necessary to protect
                either Party’s name, Confidential Information or Intellectual
                property.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	13.1.6  	
              Notwithstanding
                the provisions of Subsections 13.1.2 through 13.1.5 inclusive, either
                Party shall be free to submit any Dispute relating to Intellectual
                Property Rights to any court having jurisdiction over the Parties
                and the
                subject matter of the Dispute and to seek such relief and remedies
                as are
                available in that court.

            


    

     

    
      	13.1.7  	
              Each
                Party is required to continue to perform its obligations under this
                Agreement pending final resolution of any
                Dispute.

            


    

     

    Article
      14  TERM
      & TERMINATION

     

    
      14.1  Term

    

     

    
      	14.1.1  	
              The
                license grant by INEX to Hana in this Agreement shall become effective
                on
                the effective date of this Agreement and, unless earlier terminated
                in
                accordance with this Article 14, shall expire, on a country-by-country
                basis, in respect of each Product upon the later
                of:

            


    

     

    
      	(a)  	
              expiration
                of the last to expire of the Patents containing Valid Claims covering
                such
                Product in such country in the Territory;


            


    

     

    
      	(b)  	
              expiration
                of the last to expire period of product exclusivity covering such
                Product
                that is provided by the laws of such country in the Territory;
                and

            


    

     

    
      	(c)  	
              on
                the date that all Technology cease to be Confidential Information
                under
                the circumstances set out in Section
                1.1.24.

            


    

     

    (the
      “Term”
of
      this
      Agreement).

     

    
      14.2  Termination
        for Invalidity Challenge

    

     

    If
      Hana
      or one of its Affiliates intends to assert or actually asserts in any court
      or
      other governmental agency of competent jurisdiction (but excluding any Dispute
      governed by Article 13 herein) that a Patent is invalid, unenforceable, or
      that
      no issued Valid Claim embodied in such patent excludes a Third Party from
      making, having made, using, selling, offering for sale, importing or having
      imported a Product in such jurisdiction:

     

     

    
      	14.2.1  	
              Hana
                will not less than sixty (60) days prior to making any such assertion,
                provide to INEX a complete written disclosure of each and every basis
                then
                known to Hana or its Affiliate for such assertion and, with such
                disclosure, will provide INEX with a copy of any document or publication
                upon which Hana or its Affiliate intends to rely in support of such
                assertion; and.

            


    

     

    
      	14.2.2  	
              INEX
                shall be entitled, upon not less than thirty (30) days prior written
                notice to Hana, to terminate the license granted to Hana under Article
                2
                or require an assignment by Hana to INEX of such Assigned Patent
                (as the
                case may be) for such Product(s) covered by the patent under challenge
                in
                the applicable jurisdiction; provided however, that INEX shall not
                terminate such license or require assignment of such Assigned Patent
                (as
                the case may be) if within thirty (30) days of Hana’s receipt of INEX’s
                notification hereunder, Hana has:

            


    

     

    
      	(a)  	
              confirmed
                by written notice to INEX that Hana no longer intends to challenge
                the
                validity or enforceability of any Patent;
                or

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(b)  	
              provided
                to INEX, documentation to confirm Hana’s withdrawal of its filing,
                submission or other process commenced in any court or other governmental
                agency of competent jurisdiction to challenge the validity or
                enforceability of any Patent.

            


    

     

    
      14.3  Termination
        on Bankruptcy

    

     

    
      	14.3.1  	
              This
                Agreement may be terminated by INEX by providing written notice to
                Hana
                upon:

            


    

     

    
      	(a)  	
              the
                bankruptcy, liquidation or dissolution of
                Hana;

            


    

     

    
      	(b)  	
              the
                filing of any voluntary petition for bankruptcy, dissolution, liquidation
                or winding-up of the affairs of Hana;
                or

            


    

     

    
      	(c)  	
              the
                filing of any involuntary petition for bankruptcy, dissolution,
                liquidation or winding-up of the affairs of Hana which is not dismissed
                within one hundred twenty (120) days after the date on which it is
                filed
                or commenced.

            


    

     

    
      	14.3.2  	
              This
                Agreement may be terminated by Hana by providing written notice to
                INEX
                upon:

            


    

     

    
      	(a)  	
              the
                bankruptcy, liquidation or dissolution of
                INEX;

            


    

     

    
      	(b)  	
              the
                filing of any voluntary petition for bankruptcy, dissolution, liquidation
                or winding-up of the affairs of INEX;
                or

            


    

     

    
      	(c)  	
              the
                filing of any involuntary petition for bankruptcy, dissolution,
                liquidation or winding-up of the affairs of INEX which is not dismissed
                within one hundred twenty (120) days after the date on which it is
                filed
                or commenced. Notwithstanding the bankruptcy of INEX, or the impairment
                of
                performance by INEX of its obligations under this Agreement as a
                result of
                bankruptcy of INEX, to the extent that INEX retains the rights necessary
                to grant the licenses granted in this Agreement, Hana shall be entitled
                to
                retain the licenses granted herein, subject to INEX’s rights to terminate
                this Agreement as provided in this
                Agreement.

            


    

     

    
      	14.3.3  	
              In
                the event INEX shall: (1) make an assignment for the benefit of creditors,
                or petition or apply to any tribunal for the appointment of a custodian,
                receiver, or trustee for all or a substantial part of its assets;
                (2)
                commence any proceeding under any bankruptcy, dissolution, or liquidation
                law or statute of any jurisdiction whether now or hereafter in effect;
                (3)
                have had any such petition or application filed or any such proceeding
                commenced against it in which an order for relief is entered or an
                adjudication or appointment is made, and which remains undismissed
                for a
                period of one hundred twenty (120) calendar days or more; (4) take
                any
                corporate action indicating its consent to, approval of, or acquiescence
                in any such petition, application, proceeding, or order for relief
                or the
                appointment of a custodian receiver, or trustee for all or substantial
                part of its assets; or (5) permit any such custodianship, receivership,
                or
                trusteeship to continue undischarged for a period of one hundred
                twenty
                (120) calendar days or more (each, a “Bankruptcy
                Action”),
                and the occurrence of any of the foregoing causes the applicable
                Party or
                any Third Party, including, without limitation, a trustee in bankruptcy,
                to be empowered under state or federal law to reject this Agreement
                or any
                Agreement supplementary hereto, then Hana shall have the following
                rights:

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(a)  	
              in
                the event of a rejection of this Agreement or any agreement supplementary
                hereto, Hana shall be permitted to receive and use any Technology
                and
                Confidential Information for the purpose of enabling it to mitigate
                damages caused to Hana because of the rejection of this
                Agreement;

            


    

     

    
      	(b)  	
              in
                the event of a rejection of this Agreement or any Agreement supplementary
                hereto, Hana may elect to retain its rights under this Agreement
                or any
                agreement supplementary hereto as provided in Section 365(n) of the
                United
                States Bankruptcy Code or comparable provision of the laws of any
                other
                country in the Territory. Upon Hana’s written request to INEX or the
                bankruptcy trustee or receiver, INEX or such bankruptcy trustee or
                receiver shall not interfere with the rights of Hana as provided
                in this
                Agreement or in any agreement supplementary
                thereto;

            


    

     

    
      	(c)  	
              in
                the event of a rejection of this Agreement or any Agreement supplementary
                hereto, Hana may elect to retain its rights under this Agreement
                or any
                agreement supplementary hereto as provided in Section 365(n) of the
                United
                States Bankruptcy Code or comparable provision of the laws of any
                other
                country in the Territory without prejudice to any of its rights of
                setoff
                and/or recoupment with respect to this Agreement under the Bankruptcy
                code
                or applicable non-bankruptcy law;
                or

            


    

     

    
      	(d)  	
              in
                the event of a rejection of this Agreement or any Agreement supplementary
                hereto, Hana may retain its rights under this Agreement or any agreement
                supplementary hereto as provided in Section 465(n) of the United
                States
                Bankruptcy Code or comparable provision of the laws of any other
                country
                in the Territory without prejudice to any of its rights under Section
                503(b) of the Bankruptcy Code or comparable provision of the laws
                of any
                other country in the Territory.

            


    

     

    Notwithstanding
      anything to the contrary in this Section 14.3.3:

     

    
      	(e)  	
              INEX
                will provide Hana with thirty (30) days prior written notice of INEX’s
                regulatory filings in respect of any reorganization or arrangement
                proposed by INEX;

            


    

     

    
      	(f)  	
              any
                reorganization or arrangement involving INEX, its affiliates and/or
                its
                wholly owned subsidiaries which does not prejudice the rights of
                Hana
                shall not constitute a Bankruptcy Action for the purposes of this
                Section
                14.3.3 and shall not give rise to the remedies set forth in this
                Section
                14.3.3; and

            


    

     

    
      	(g)  	
              if
                Hana asserts any rights under Section 14.3.3(a), 14.3.3(b), 14.3.3(c)
                or
                14.3.3(d), Hana shall continue to be bound by all liabilities and
                obligations imposed upon Hana, its Affiliates, Licensees and Sublicensees,
                any remedies available to INEX under this
                Agreement.

            


    

     

    
      14.4  Termination
        for Material Breach

    

     

    
      	14.4.1  	
              Except
                as otherwise provided in this Agreement, either Party shall be entitled
                to
                terminate this Agreement by written notice to the other Party in
                the event
                that the other Party is in material breach of its obligations hereunder
                and fails to remedy any such breach within ninety (90) days after
                notice
                thereof by the Party alleging breach. Any such notice
                shall:

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(a)  	
              specifically
                state that the Party not in default intends to terminate this Agreement
                in
                the event that the other Party fails to remedy the breach;
                and

            


    

     

    
      	(b)  	
              expressly
                set forth the actions required of the other Party to remedy the
                breach.

            


    

     

    If
      such
      breach is not corrected, the Party not in breach shall have the right to
      terminate the license hereunder in respect of such Product or such country
      as to
      which a breach remains unremedied] (to the extent such license is revocable
      or
      otherwise subject to termination as provided herein) by giving written notice
      to
      the other Party provided the notice of termination is given within six (6)
      months of one Party’s discovery of the other Party’s default and prior to
      correction of the default. 

     

    Either
      Party shall be entitled to terminate the licenses granted hereunder (to the
      extent such license is revocable or otherwise subject to termination as provided
      herein) by written notice to the other Party in the event that the other Party
      is in material default of the Non-Competition provisions of the Asset Purchase
      Agreement, and fails to remedy any such default within ninety (90) days after
      notice thereof. 

     

    
      	14.4.2  	
              If
                a Dispute arises as to whether either Party is in material breach
                of its
                obligations hereunder, or as to whether such Party has cured any
                such
                breach, either Party may invoke the dispute resolution procedure
                described
                in Article 13 to resolve such
                Dispute.

            


    

     

    
      14.5  No
        Limitation on Remedies

    

     

    Upon
      any
      termination of this Agreement pursuant to this Article 14, neither Party shall
      be relieved of any obligations incurred prior to such termination. Termination
      of the Agreement in accordance with the provisions hereof shall not limit
      remedies that may be otherwise available in law or equity.

     

    
      14.6  Consequences
        of Termination

    

     

    
      	14.6.1  	
              Notwithstanding
                anything to the contrary herein, if INEX terminates this Agreement
                pursuant to this Article 14, within thirty (30) days following the
                effective date of such termination, Hana shall assign to
                INEX:

            


    

     

    
      	(a)  	
              Hana’s
                entire right, title and interest in and to the Thomas Patents subject
                to
                the terms and conditions set forth in the MD Anderson License;
                and;

            


    

     

    
      	(b)  	
              Hana’s
                entire right, title and interest in and to Hana’s joint ownership of the
                Sarris Patents subject to the terms and conditions set forth in the
                MD
                Anderson License.

            


    

     

    
      	14.6.2  	
              Upon
                any termination by INEX of the licenses granted by INEX or of this
                Agreement: 

            


    

     

    
      	(a)  	
              Hana
                shall not be relieved of any obligations incurred prior to such
                termination;

            


    

     

    
      	(b)  	
              each
                Party shall promptly return to the other Party all written Confidential
                Information, and all copies thereof (except for one archival copy
                to be
                retained solely for the purpose of confirming which information to
                hold in
                confidence hereunder); and

            


    

     

    
      	(c)  	
              all
                Licenses and Sublicenses granted hereunder shall forthwith
                terminate.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	14.6.3  	
              The
                termination by INEX of the licenses granted by INEX or of this Agreement
                will be without prejudice to:

            


    

     

    
      	(a)  	
              INEX’s
                right to receive all payments accrued from Hana pursuant to Section
                8.6 as
                of the effective date of such termination including, without limitation,
                payment for all out-of-pocket costs and personnel costs which INEX
                has
                properly and reasonably incurred in providing IP Services and in
                following
                instructions received from Hana up to the date of such termination.
                For
                greater certainty, such costs shall include INEX’s reasonable and
                necessary non-cancelable obligations to Third Parties actually incurred
                by
                INEX in the performance if its obligations under this Agreement prior
                to
                the date of notice of termination, but arising after the date of notice of
                termination; and

            


    

     

    
      	(b)  	
              any
                other legal, equitable or administrative remedies as to which either
                Party
                may then or thereafter become
                entitled.

            


    

     

    
      14.7  Disposition
        of Product

    

     

    Upon
      any
      termination of this Agreement pursuant to Sections 14.3 and 14.4, Hana shall
      within thirty (30) days after the effective date of such termination notify
      INEX
      in writing of the amount of each Product which Hana, its Affiliates, Licensees
      and Sublicensees then have completed on hand, the sale of which would, but
      for
      the termination, be subject to royalty. At INEX’s sole election, evidence by
      written consent, INEX may grant Hana, its Affiliates, and their respective
      Licensees and/or Sublicensees written permission during the one (1) year
      following such termination to sell that amount of Product, provided that Hana
      shall pay the aggregate royalty thereon at the conclusion of the earlier of
      the
      last such sale or such one (1) year period. Except as provided under this
      Section 14.7, all sublicenses granted by Hana shall forthwith terminate upon
      the
      termination of this Agreement.

     

    
      14.8  Delivery
        of Data and Materials and License

    

     

    Upon
      termination of the license granted by INEX to Hana in respect of a particular
      Product in a particular country(ies) under Section 14.4 by INEX for Hana’s
      uncured material default, or Section 14.3.1 for invalidity challenge, or Section
      5.5 for lack of sales:

     

    
      	14.8.1  	
              Provided
                that INEX shall be responsible for any reasonable associated out-of-pocket
                costs associated with the following activities, Hana shall deliver
                to INEX
                a copy of all data (including animal and human) and such other
                information, Materials, materials (including biological materials)
                and
                documents in Hana’s possession or control arising from the Development of
                Product under this Agreement that INEX may reasonably require in
                order to
                obtain and/or maintain Regulatory Approvals for such Product in the
                applicable country(ies). INEX may, directly or through a licensee,
                exploit
                such data, other information, Materials, materials (including biological
                materials) and documents to develop, make, have made, import, use,
                offer
                for sale and sell Product in such
                countries.

            


    

     

    
      	14.8.2  	
              Hana
                shall also, within thirty (30) days after the effective date of such
                termination, use all reasonable endeavors to take all steps and execute
                all documents reasonably necessary to assign and/or transfer or permit
                reference to (to the extent legally permissible in the relevant country)
                all Regulatory Submissions and Regulatory Approvals arising from
                the
                Development of Product under this Agreement in Hana's name or in
                the name
                of Hana's Representatives to INEX or its designee, provided that
                INEX
                shall be responsible for any reasonable associated out-of-pocket
                costs of
                transfer.

            


    

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	14.8.3  	
              In
                the event that no such assignment and/or transfer and/or reference
                pursuant to Section 14.8.2 may legally be made, then Hana shall forthwith
                surrender to INEX or its designee such Regulatory Submissions and
                Regulatory Approvals for
                cancellation.

            


    

     

    
      	14.8.4  	
              Upon
                INEX’s request, Hana shall within thirty (30) days after the effective
                date of such termination, deliver to INEX or its designee any and
                all
                documents relating to applications, correspondences with Regulatory
                Authorities, Regulatory Submissions, Regulatory Approvals, and
                post-Regulatory Approval Pharmacovigilance in its possession or control
                arising from the Development of Product that are reasonably required
                for
                Commercialization of Product in such country(ies), provided that
                INEX
                shall be responsible for any reasonable associated out-of-pocket
                costs of
                transfer.

            


    

     

    Except
      to
      the extent set out in the last sentence of Section 14.8.1, Hana’s transfer to
      INEX of any data, other information, Materials, materials (including biological
      materials) or documents shall not grant INEX any license or right (whether
      express, implied or by estoppel) in any Intellectual Property Rights owned
      or
      controlled by Hana.

     

    Article
      15  GENERAL
      PROVISIONS

     

    
      15.1  Amendments

    

     

    No
      amendment, modification, supplement, termination or waiver of any provision
      of
      this Agreement will be effective unless in writing signed by the Parties and
      then only in the specific instance and for the specific purpose
      given.

     

    
      15.2  Assignment

    

     

    Neither
      Party may assign this Agreement in whole or in part without the prior written
      consent of the other Party, provided that either Party may assign this Agreement
      to an Affiliate or a successor in interest on written notice to the other Party.
      Any permitted assignee shall assume all obligations of its assignor under this
      Agreement. No assignment shall relieve any Party of responsibility for the
      performance of any accrued obligation that such Party then has under this
      Agreement.

     

    
      15.3  Counterparts;
        Facsimile

       

    

    This
      Agreement may be executed in any number of counterparts (either originally
      or by
      facsimile), each of which shall be deemed to be an original, and all of which
      taken together shall be deemed to constitute one and the same instrument, and
      it
      shall not be necessary in making proof of the agreement to produce or account
      for more than one such counterpart.

     

    
      15.4  Entire
        Agreement

    

     

    This
      Agreement (including Exhibits) constitutes the entire agreement between the
      Parties concerning the subject matter hereof, and supersedes all written or
      oral
      prior agreements or understandings with respect thereto.

     

    
      15.5  Enurement

    

     

    This
      Agreement shall enure to the benefit of and be binding upon the Parties hereto
      and their respective successors and permitted assigns.

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      15.6  Exhibits

    

     

    The
      Exhibit attached hereto shall be deemed to form an integral part of this
      Agreement.

     

    
      15.7 
        Force
        Majeure

    

     

    In
      the
      event that either Party is prevented from performing or is unable to perform
      any
      of its obligations under this Agreement due to any act of God; fire; casualty;
      flood; war; strike; lockout; failure of public utilities; injunction or any
      act,
      exercise, assertion or requirement of governmental authority; epidemic;
      destruction of production facilities; riots; insurrection; inability to procure
      or use materials, labor, equipment, transportation or energy; or any other
      cause
      beyond the reasonable control of the Party invoking this Section 15.7 if such
      Party shall have used its reasonable efforts to avoid such occurrence, such
      Party shall give notice to the other Party in writing promptly, and thereupon
      the affected Party’s performance shall be excused and the time for performance
      shall be extended for the period of delay or inability to perform due to such
      occurrence.

     

    
      15.8  Further
        Assurances

    

     

    Each
      Party shall co-operate with the other, and execute and deliver, or cause to
      be
      executed and delivered, all such other documents and instruments and take all
      such other actions as such Party may be reasonably requested by the other Party
      to take from time to time, consistent with the terms of this Agreement in order
      to implement the provisions and purposes of this Agreement.

     

    
      15.9  Governing
        Law

    

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Washington and the laws of the United States of America applicable
      therein..

     

    
      15.10  Headings

    

     

    The
      headings in this Agreement are solely for convenience of reference and shall
      not
      be used for purposes of interpreting or construing the provisions
      hereof.

     

    
      15.11  Independent
        Legal Advice

    

     

    Both
      Parties sought external legal counsel representation in the preparation of
      this
      Agreement, and neither Party shall be construed to be the drafter
      hereof.

     

    
      15.12  International
        Sale of Goods Act

    

     

    The
      Parties acknowledge and agree that the International Sale of Goods Act and
      the
      United Nations Convention on Contracts for the International Sale of Goods
      have
      no application to this Agreement.

     

    
      15.13  Jurisdiction

    

     

    Subject
      to Article 13, the Parties agree that the courts of the State of Washington
      will
      have exclusive jurisdiction to determine all disputes and claims arising between
      the Parties.

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      15.14  Non-Use
        of Names

    

     

    Neither
      Party shall use the name of the other Party, nor any adaptation thereof, in
      any
      advertising, promotional or sales literature without prior written consent
      obtained from such other Party in each case (which consent shall not be
      unreasonably withheld or delayed).

     

    
      15.15   
        Notices

    

     

    Notices
      provided under this Agreement to be given or served by either Party on the
      other
      will be given in writing and served personally, by prepaid registered mail
      return receipt requested, by a reputable courier company or by means of
      facsimile, to the following respective addresses or to such other addresses
      as
      the Parties may hereafter advise each other in writing. Each such notice shall
      be deemed delivered (i) on the date delivered if by personal delivery, (ii)
      on
      the date telecommunicated if by facsimile, and (iii) on the date upon which
      the
      return receipt is signed or delivery is refused, as the case may be, if
      mailed:

     

    
      	
              If
                to Hana:

              Hana
                BioSciences, Inc.

              7000
                Shoreline Court, Suite 370,

              South
                San Francisco, CA 94080

              U.S.A

               

              Attention:
                President and/or C.E.O.

               

              Tel: 

              Fax:

               

            	 
	
              If
                to INEX:

               

              Inex
                Pharmaceuticals Corporation

              #200
                - 8900 Glenlyon Parkway

              Burnaby,
                B.C.

              Canada
                V5J 5J8

               

              Attention:
                 President
                and/or C.E.O.

               

              Tel: (604)
                419-3200

              Fax: (604)
                419-3201

            	 


    

     

    Any
      Party
      may, at any time, give notice of any change of address to the other and the
      address specified therein shall be such Party's address for the purpose of
      receiving notices.

     

    
      15.16  No
        Implied Rights

    

     

    Nothing
      in this Agreement will be deemed or implied to be the grant by one Party to
      the
      other of any right, title or interest in any product (including Product),
      Confidential Information, trade mark, trade dress or any other intellectual
      property or any other proprietary right of the other, except as is expressly
      provided for herein.

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      15.17  No
        Solicitation
        or Hiring of Employees

    

     

    The
      Parties agree that, during the Term and for a period of twelve (12) months
      thereafter, it will not directly or indirectly induce any employee of the other
      Party to terminate their employment with the other Party without the prior
      written consent of the other Party.
      This
      Section shall not prevent or prohibit any employee from one Party directly
      contacting the other Party for employment or employment opportunities or from
      responding to published employment advertisements, and under these limited
      circumstances, this restriction shall not prevent either Party from interviewing
      and/or hiring such an employee.

     

    
      15.18  No
        Third-Party Rights

    

     

    No
      provision of this Agreement will be deemed or construed in any way to result
      in
      the creation of any rights or obligation in any Person not a party to this
      Agreement.

     

    
      15.19  No
        Waiver

    

     

    No
      condoning, excusing or overlooking by any Party of any default or breach by
      the
      other Party in respect of any terms of this Agreement shall operate as a waiver
      of such Party's rights under this Agreement in respect of any continuing or
      subsequent default or breach, and no waiver shall be inferred from or implied
      by
      anything done or omitted by such Party, save only an express waiver in
      writing.

     

    
      15.20  Publicity

    

     

    Except
      as
      required by law, stock exchange or regulatory authority:

     

    
      	15.20.1  	
              neither
                Party, nor any of its Affiliates, shall originate any publicity,
                news
                release or other public announcement, written or oral, relating to
                this
                Agreement or the existence of an arrangement between the Parties,
                without
                the prior written approval of the other Party and agreement upon
                the
                nature and text of such announcement or disclosure, which approval
                shall
                not be unreasonably withheld or delayed;
                and

            


    

     

    
      	15.20.2  	
              the
                Party desiring to make any such public announcement or other disclosure
                shall inform the other Party of the proposed announcement or disclosure
                in
                reasonably sufficient time prior to public release, and shall provide
                the
                other Party with a written copy thereof, in order to allow such other
                Party to comment upon such announcement or
                disclosure.

            


    

     

    
      15.21  Relationship
        of Parties

    

     

    It
      is not
      the intent of the Parties hereto to form any partnership or joint venture.
      Each
      Party shall, in relation to its obligations hereunder, be deemed to be and
      shall
      be an independent contractor, and nothing in this Agreement shall be construed
      to give such Party the power or authority to act as agent for the other Party
      for any purpose, or to bind or commit the other Party in any way
      whatsoever.

     

    
      15.22  Rights
        and Remedies

    

     

    The
      rights and remedies available under this Agreement shall be cumulative and
      not
      alternative and shall be in addition to and not a limitation of any rights
      and
      remedies otherwise available to the Parties at law or in equity. No exercise
      of
      a specific right or remedy by any Party precludes it from or prejudices it
      in
      exercising another right or pursuing another remedy or maintaining an action
      to
      which it may otherwise be entitled either at law or in equity.

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      15.23  Severability

    

     

    If
      any
      one or more of the provisions contained in this Agreement is found by any court
      or arbitrator for any reason, to be invalid, illegal or unenforceable in any
      respect in any jurisdiction:

     

    
      	15.23.1  	
              such
                provision shall be severable from the remainder of the Agreement
                in the
                jurisdiction in which such provision was found to be invalid, illegal
                or
                unenforceable;

            


    

     

    
      	15.23.2  	
              the
                validity, legality and enforceability of such provision will not
                in any
                way be affected or impaired thereby in any other jurisdiction and
                the
                validity, legality and enforceability of the remaining provisions
                contained herein will not in any way be affected or impaired thereby,
                unless in either case as a result of such determination this Agreement
                would fail in its essential purpose;
                and

            


    

     

    
      	15.23.3  	
              the
                Parties will use their best efforts to substitute for any provision
                that
                is invalid, illegal or unenforceable in any jurisdiction a valid,
                legal
                and enforceable provision which achieves to the greatest extent possible
                the economic, legal and commercial objectives of such invalid, illegal
                or
                unenforceable provision and of this
                Agreement.

            


    

     

    
      15.24  Survival 

    

     

    Notwithstanding
      any termination of this Agreement, the provisions of Article 1, Sections
      2.4.2(c), 2.4.2(d), 2.5, Article 3, Sections 5.5.2(c), 6.2, 6.3, 7.1, 7.3,
      7.4.1, 7.4.2, 8.3.3, 8.5.3, 8.5.4, 8.5.6, 8.6.2, 8.6.3, 8.7, 8.8, Article 9,
      Article 10, Article 11, Article 12, Article 13, Article 14, Article 15, as
      well
      as under any other provisions which by their nature are intended to survive
      any
      such termination, will survive the termination of this Agreement.

     

    
      15.25  Wording

    

     

    Wherever
      the singular or masculine form is used in this Agreement, it will be construed
      as the plural or feminine or neuter form, as the case may be, and vice versa,
      as
      the context or the Parties require.

     

    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
      as
      a sealed instrument in their names by their properly and duly authorized
      officers or representatives.

    


    
      	HANA	INEX
              PHARMACEUTICALS
	BIOSCIENCES, INC.	CORPORATION
	by its authorized signatory:	by its authorized signatory:
	 	 
	/s/ Mark J. Ahn	/s/ Timothy Ruane
	Mark J. Ahn	Timothy Ruane 
	
              President
                and Chief Executive Officer

            	
              President
                and Chief Executive Officer

            


    

    
    

     

    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION.