Exhibit
10.4


 


EXCLUSIVE
LICENSE AGREEMENT


 


This
exclusive license agreement (“Agreement”) is dated and effective as of the date of last signature (the “Effective
Date”) and is made by and between University of Louisville Research Foundation, Inc. (“ULRF”), a
Kentucky 501(c)3 non-profit corporation having an office at 300 East Market Street, Suite 300, Louisville, Kentucky, 40202, as
the agent of the University of Louisville (“UofL”) for licensing intellectual property owned and controlled
by ULRF on behalf of UofL, and Qualigen Therapeutics, Inc. (“Licensee”), a Delaware corporation with a principal
place of business at 2042 Corte Del Nogal, Carlsbad, California 92011. ULRF and Licensee are referred to herein, on occasion,
separately as a “Party” or together as the “Parties”.


 


BACKGROUND


 


	1.	ULRF
    was established by UofL to enter into and administer research agreements with external funding sources and to own, control,
    and license intellectual property on behalf of UofL in order to foster the transfer and development of technology for public
    benefit.
	 	 
	2.	A
    valuable invention or inventions as described in ULRF Case Nos. 16069 and 17036 (“Invention”), was/were
    developed during the course of research conducted at UofL by the individuals hereinafter listed in Section 1.4 (“Inventors”).
	 	 
	3.	ULRF
    has acquired through assignment all rights, title and interest of said Inventors in said valuable Invention and the related
    Licensed Patents, as hereinafter defined and identified.
	 	 
	4.	ULRF
    has acquired and owns, as of the Effective Date of this Agreement, certain technical knowledge (“Technical Knowledge”)
    relating to schematics, formulas, processes, data, methods, and other information suitable for manufacturing and using the
    invention for various uses and applications, as hereinafter defined and identified.
	 	 
	5.	Development
    of the Invention was sponsored in part by both the Kentucky Lung Cancer Research Program and the United States government,
    and as a consequence, this Agreement is subject to certain obligations under the respective sponsorship agreements including
    overriding obligations to the federal government under 35 U.S.C. §§ 200-212 and applicable regulations.
	 	 
	6.	Qualigen,
    Inc., which is now a wholly owned subsidiary of Licensee, and ULRF signed an Exclusive Option Agreement effective December
    17, 2019 (ULRF ref. 20136-OA) hereinafter the “Option Agreement,” allowing Qualigen, Inc. to evaluate the
    Invention, potential products arising therefrom, and markets therefor. Prior to signing this Option Agreement, Qualigen, Inc.
    and ULRF had executed another option agreement (ULRF ref. 19285-OA), which expired before the newer Option Agreement was put
    in place. Qualigen, Inc. and ULRF have also signed a Reciprocal Nondisclosure Agreement (ULRF ref. 19092-NDA), effective August
    22, 2018, hereinafter the “NDA”.
	 	 
	7.	Qualigen,
    Inc. and ULRF signed a Sponsored Research Agreement (hereinafter the “SRA”), effective April 1, 2019 to
    further develop the Invention. 
	 	 
	8.	In
    accordance with the terms of the Option Agreement, Qualigen, Inc. has exercised its option to negotiate a license to the Invention;
    and Qualigen, Inc. has (with ULRF’s consent) assigned its optionee rights under the Option Agreement to Licensee.
	 	 
	9.	ULRF
    and Licensee desire to have the Invention developed and commercialized so that products and services resulting therefrom may
    be available for public use and benefit.



 




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	10.	Licensee
    desires to receive and utilize ULRF’s Technical Knowledge for the development of the Invention, and acquire a license
    under the Licensed Patents to make, have made, use, sell, offer for sale, and import products, methods, and services in accordance
    with the terms herein, and ULRF is willing to make such Technical Knowledge available and grant a license under the Licensed
    Patents to Licensee in accordance with the terms herein.


 


Now,
therefore, the Parties agree as follows:







 


1.
definitions


 


	1.1	“Affiliate”
    of Licensee (or of a Sublicensee, respectively) means any entity that, as of the applicable point in time during the term
    of this Agreement, directly or indirectly controls Licensee (or a Sublicensee, respectively), is controlled by Licensee (or
    a Sublicensee, respectively), or is under common control with Licensee (or a Sublicensee, respectively) and is under obligations
    of or otherwise bound to terms of confidentiality with Licensee (or Sublicensee, respectively). For purposes of this definition,
    “control” means (a) having the actual, present capacity to elect a majority of the directors of such entity, or
    (b) having the power to direct at least fifty percent (50%) of the voting rights entitled to elect directors of such entity.
	 	 
	1.2	“Change
    of Control” means (a) the sale of all or substantially all the assets of a Party; (b) any merger, consolidation
    or acquisition of a Party with, by or into another corporation, entity or person; or (c) any change in the ownership of more
    than fifty percent (50%) of the voting capital stock of a Party in one or more related transactions.
	 	 
	1.3	“Field
    of Use” means: all fields.
	 	 
	1.4	“Inventors”
    means: Drs. Geoff Clark, John Trent and Joseph Burlison.
	 	 
	1.5	“Licensed
    Method” means any process or method, the use or practice of which, absent the license granted pursuant to this Agreement,
    infringes or contributes to or induces the infringement of a Licensed Patent or relies on Licensed Technical Knowledge.
	 	 
	1.6	“Licensed
    Patents” means: (a) the United States and foreign patents and/or patent applications identified in Exhibit A; (b)
    any and all patents issuing from the foregoing; (c) any and all claims of continuation-in-part applications that claim priority
    to the United States patent applications identified in Exhibit A, but only where such claims are directed to inventions disclosed
    in the manner provided in 35 U.S.C. § 112(a) in the United States patent applications identified in Exhibit A, and such
    claims in any patents issuing from such continuation-in-part applications; (d) any and all foreign patent applications, foreign
    patents or related foreign patent documents that claim priority to the patents and/or patent applications identified in Exhibit
    A; and (e) any and all divisionals, continuations, reissues, reexaminations, renewals, substitutions, and extensions of the
    foregoing. Any claim of a pending or of an issued and unexpired Licensed Patent is presumed to be valid unless it has been
    held to be invalid by a final judgment of a patenting authority or a court of competent jurisdiction from which no appeal
    can be or is taken, or unless it is a claim of a pending Licensed Patent which has been pending for a period of more than
    seven years from the earliest priority date of the patent application. 
	 	 
	1.7	“Licensed
Product” means any product, material, kit, or other article of manufacture or composition of matter, the making, use,
Sale, or offer for Sale, or import of which, absent the license granted pursuant to this Agreement, infringes, induces infringement,
or contributes to infringement of a Licensed Patent and/or embodies, contains, uses, is used or made through the use of, or was
in whole or part derived from Licensed Technical Information.



 




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	1.8	“Licensed
    Service” means a service provided using Licensed Products or Licensed Methods, including, without limitation, any
    such service provided in the form of contract research or other research performed by Licensee on behalf of a third party.
	 	 
	1.9	“Licensed
    Technical Knowledge” means proprietary data and information which are not generally known that are acquired and
    controlled by ULRF and are provided to Licensee by ULRF in order to practice the Licensed Patents. Technical Knowledge shall
    be limited only to those proprietary data and information to which ULRF has an ownership or other interest during the term
    of this Agreement; all to the extent and only to the extent that ULRF has the right to grant licenses or other rights thereunder.
	 	 
	1.10	“License
    Year” means a year in which this Agreement is in effect. The first License Year will begin on the Effective Date
    and run until December 31 of the same calendar year. Thereafter, each subsequent License Year will mean each subsequent calendar
    year, beginning January 1 and ending December 31, provided that the final License Year will end on the date of expiration
    or termination of this Agreement.
	 	 
	1.11	“Net
    Sales” means the gross amount of any payments, and the fair market value of any non-cash consideration, received
    by Licensee, Affiliates or Sublicensees for the use, Sale or other transfer of Licensed Products and Licensed Services, less
    the following deductions:


 


	 	a.	Trade,
    cash and quantity discounts actually allowed from billed amounts;
	 	 	 
	 	b.	Discounts,
    refunds, rebates actually taken, chargebacks, retroactive price adjustments, and any other allowances which effectively reduce
    the net selling price (other than such which have already diminished the gross amount invoiced), including, without limitation,
    Medicaid, HMO, institutional and governmental rebates (other than such which have already diminished the gross amount invoiced);
	 	 	 
	 	c.	Credits
    or allowances granted on returns or rejections of Licensed Products/Licensed Services actually Sold;
	 	 	 
	 	d.	Amounts
    invoiced for Licensed Products/Licensed Services sales but actually written off in good faith as uncollectible (net of any
    recoveries on written-off debt); 
	 	 	 
	 	e.	Shipping,
    freight, postage, insurance and transportation charges, but all only to the extent included as a separate line item in the
    gross amount invoiced; and
	 	 	 
	 	f.	Any
    tax imposed on the production, sale, delivery or use of the Licensed Products/Licensed Services, including, without limitation,
    import, export, sales, use, excise or value added taxes and customs and duties, but all only to the extent included as a separate
    line item (e.g., “taxes”) in the gross amount invoiced. Before deducting value added taxes, Licensee will inform
    ULRF of the value added taxes to give ULRF, as a non-profit entity, the opportunity to follow procedures to eliminate the
    need for value added taxes.


 


Net
Sales will not include transfers among Licensee, its Affiliates, or Sublicensees unless the recipient is the end purchaser.


 







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If
Licensed Products/Licensed Services are Sold as part of a combination product or bundle, the Net Sales of such Licensed Products/Licensed
Services for the purpose of calculating royalties owed under this Agreement, shall be determined as follows: first, Licensee shall
determine the actual Net Sales of such combination product or bundle (using the above provisions) and then such amount shall be
multiplied by the fraction A/(A+B), where A is the average gross selling price in the applicable country of such Licensed Products/Licensed
Services sold separately, and B is the sum of the average gross selling prices in the applicable country of each other component/constituent
in the combination product or bundle sold separately. For clarity, the other component/constituent as B must be an active ingredient
and not merely a buffer or formulation substance. If the Licensed Products/Licensed Services and/or the other component/constituent(s)
in the combination product or bundle are not sold separately in the applicable country, the adjustment to Net Sales shall be determined
by the Parties in good faith to reasonably reflect the fair market value of the contribution of the Licensed Products/Licensed
Services in the combination product or bundle to the total fair market value of such combination product or bundle. If the Parties
cannot agree on such relative value, such disagreement shall be referred to an independent expert.


 


	1.12	“Non-Royalty
    Sublicensing Income” means the gross amount of any payments, and the fair market value of all other consideration,
    received by Licensee for the grant of rights under a Sublicense, excluding payments made to Licensee as a royalty based on
    Sales by the Sublicensee. For avoidance of doubt, amounts received by Licensee or its securities holders upon a Change of
    Control do not constitute Non-Royalty Sublicensing Income.
	 	 
	1.13	“Sale”
    means the act of selling, leasing, or otherwise transferring or providing Licensed Products or Licensed Services for any consideration.
    Correspondingly, “Sell” means to make or cause to be made a Sale, and “Sold” means to
    have made or cause to be made a Sale.
	 	 
	1.14	“Sublicense”
    means any agreement between Licensee and a third party that contains a grant to Licensed Patents and/or Licensed Technical
    Knowledge regardless of the name given to the agreement by the parties.
	 	 
	1.15	“Sublicensee”
    means any third party to whom Licensee has granted a Sublicense.
	 	 
	1.16	“Term”
    has the meaning set forth in Section 15.1.


 


2.
grant


 


	2.1	Grant.
    Subject to Licensee’s compliance with the terms and conditions of this Agreement, ULRF grants to Licensee an exclusive
    (subject to Section 2.3 and 2.4), worldwide license under the Licensed Patents in the Field of Use to (a) make, have made,
    use, offer for Sale, import, and Sell Licensed Products and Licensed Services, and (b) to practice Licensed Methods.
	 	 
	2.2	Grant
    to Licensed Technical Knowledge. Subject to Licensee’s compliance with the terms and conditions of this Agreement,
    ULRF grants to Licensee a nonexclusive, royalty bearing, worldwide license for Licensed Technical Knowledge to manufacture,
    have made, use, offer for Sale, import, and Sell Licensed Products and Licensed Services. In furtherance of the foregoing,
    ULRF will not grant a license to the Licensed Technical Knowledge to any third party to commercialize a product in the Field
    of Use that would be competitive with the Licensed Patents or Licensee’s use or proposed use of the Licensed Patents
    and/or Licensed Technical Knowledge, absent Licensee’s prior written consent.
	 	 
	2.3	Retained
    Rights. Regarding ULRF’s Licensed Patents and Licensed Technical Knowledge, ULRF reserves to itself and UofL and
    to the Inventors to do any one or more of the following: (a) publish any information resulting from research relating to the
    Invention; (b) practice the Licensed Patents and Licensed Technical Knowledge for any not-for-profit purposes, including education,
    research, teaching, and public service; (c) make, use, and import the Invention, Licensed Technical Knowledge and associated
    technology for educational and research purposes; and (d) allow other non-profit academic research institutions to do any
    one or more of the activities of the preceding clauses (a), (b), and (c) of this Section for educational and research purposes.
    



 






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	2.4	Government
    Rights. It is understood that if the United States Government (through any of its agencies or otherwise) has funded research,
    during the course of or under which any inventions of the Licensed Patents were conceived or made, the United States Government
    is entitled, as a right, under the provisions of 35 U.S.C. §§ 200–212 and applicable regulations of Chapter
    37 of the Code of Federal Regulations, to a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have
    practiced the invention of such Licensed Patents for governmental purposes. These provisions also impose the obligation that
    Licensed Products Sold or produced in the United States be “manufactured substantially in the United States.”
    Licensee will ensure that all obligations under these provisions are met.
	 	 
	2.5	Specific
    Exclusions. Nothing in this Agreement is or will be construed as: (a) conferring by implication, estoppel, or otherwise
    any license or rights under any patent applications or patents of ULRF other than the Licensed Patents, regardless of whether
    such patent applications or patents are dominant or subordinate to the Licensed Patents; or (b) an obligation to furnish to
    Licensee any know-how not provided in the patents and patent applications of the Licensed Patents other than to the extent
    it constitutes Licensed Methods, Licensed Products, Licensed Services or Licensed Technical Knowledge.


 


3.
SUBLICENSING


 


	3.1	Permitted
                                         Sublicensing. Subject to the requirements of Section 3.3 and for so long as Licensee
                                         remains in good standing with all terms and conditions of this Agreement, Licensee may
                                         grant Sublicenses in the Field of Use. For this consideration, Licensee will pay to ULRF
                                         the fees and other amounts specified in Exhibit B. For purposes of this Agreement, the
                                         operations of any Sublicensee under their respective Sublicense will be deemed to be
                                         the operations of Licensee, for which Licensee will be responsible. Affiliates will have
                                         no licenses under the Licensed Patents or Licensed Technical Knowledge except as granted
                                         by Licensee in a Sublicense.



 


	3.2	Required
                                         Sublicensing.



 


	 	(a)	In
    the event that ULRF and Licensee each own an undivided interest in any Licensed Patent (a “Jointly Owned Licensed
    Patent”), Licensee will not attempt to separately grant a license to any third party under its rights in such Jointly
    Owned Licensed Patent without concurrently granting a Sublicense under ULRF’s rights in the same, and ULRF will not
    attempt to separately grant a license to any third party under its rights in such Jointly Owned Licensed Patent without concurrently
    granting a sublicense under Licensee’s rights in the same.
	 	 	 
	 	(b)	If
    Licensee licenses patent rights assigned to or otherwise acquired by it (“Licensee’s Patent Rights”),
    and it believes, in good faith, that the recipient of such license will infringe Licensed Patents in practicing Licensee’s
    Patent Rights, then Licensee will not separately grant a license to such recipient under Licensee’s Patent Rights without
    concurrently granting a Sublicense. 
	 	 	 
	 	(c)	If
    Licensee is unable or unwilling to develop potential Licensed Products or Licensed Services (within the parameters set forth
    in this Agreement) or to serve a market territory and Licensee has not, after an appropriate search period, identified a Sublicensee
    candidate therefor reasonably acceptable to Licensee, and ULRF has identified to Licensee an experienced, competent and reliable
    organization willing to be a Sublicensee therefor, Licensee will, at ULRF’s request, negotiate in good faith a Sublicense
    with any such potential Sublicensee on reasonable commercial terms. 


 




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	3.3	Sublicense
    Requirements. Any Sublicense: (a) is subject to this Agreement, (b) will not permit the grant of further Sublicenses by
    the Sublicensee, and (c) will, as a condition of validity, expressly include the provisions of Articles 7, 8 and 10 for the
    benefit of ULRF and UofL.
	 	 
	3.4	Notice
    and Copy of Sublicense. Within thirty (30) days of execution of each Sublicense, or amendment thereof, Licensee will notify
    ULRF of such executed Sublicense or amendment and provide to ULRF a copy of such Sublicense or amendment with no portion which
    is relevant to ULRF’s rights hereunder redacted. Such Sublicense or amendment shall be Confidential Information of Licensee
    hereunder.
	 	 
	3.5	License
    Termination. Upon termination of this Agreement for any reason, all Sublicenses will automatically terminate, unless ULRF,
    at its sole discretion, agrees in writing to an assignment to ULRF of any Sublicense. In the event of termination of this
    Agreement and if ULRF accepts assignment of any Sublicense, ULRF will not be bound by any grant of rights broader than, and
    will not be required to perform any obligation other than, those rights and obligations contained in this Agreement. ULRF
    will have the sole right to modify each such assigned Sublicense to include all of the rights of ULRF contained in this Agreement.
    


 


4.
DILIGENCE


 


	4.1	Best
    Efforts by Licensee. Licensee will use good-faith efforts to effect introduction of Licensed Products and (if applicable)
    Licensed Services into the commercial market as soon as possible; thereafter, and until the expiration or termination of this
    Agreement, Licensee will use commercially reasonable efforts to keep Licensed Products and (if applicable) Licensed Services
    reasonably available to the public.
	 	 
	4.2	Milestones.
    In addition to Licensee’s obligations under Section 4.1, Licensee will accomplish the diligence milestones (“Milestones”)
    set forth in Exhibit C. Licensee agrees that said Milestones are reasonable and that it will take all reasonable steps to
    meet its diligence obligations. 
	 	 
	4.3	Licensee’s
    failure to perform in accordance with Sections 4.1 or 4.2 will be grounds for ULRF to terminate this Agreement pursuant to
    Section 15.3.


 


5.
payments and accounting


 


	5.1	Fees
    and Royalties. In partial consideration for the rights granted herein, Licensee will pay to ULRF the fees, royalties and
    other amounts specified in Exhibit B, and will reimburse ULRF for costs incurred in connection with the Licensed Patents as
    provided in Section 9.2.
	 	 
	5.2	Payment
    Procedures. All payments due to ULRF will be made in United States currency preferably by electronic funds transfer (EFT),
    e.g., ACH, wire or book transfer. Bank information will be provided upon request. Alternatively, payments due to ULRF hereunder
    may be made by check or money order payable to “University of Louisville Research Foundation, Inc.” with reference
    to tax identification number 61-1029626, and remitted to the address for ULRF specified in Section 14.1. Licensee or its Sublicensees
    will be responsible for payments of any fees associated with the transfer or other delivery of amounts payable to ULRF hereunder.


 




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	5.3	Calculation
    and Payment of Royalties. When Licensed Products or Licensed Services are Sold for monies other than United States dollars,
    Royalties will first be determined in the foreign currency of the country in which the Sale was made and then converted into
    equivalent United States dollars. The exchange rate will be that rate quoted in the Wall Street Journal on the last business
    day of the reporting period. Royalties will be paid to the ULRF free and clear of all foreign taxes. If any Licensed Patent,
    or any claim thereof, expires or is held invalid by a final decision of a patenting authority or a court of competent jurisdiction
    from which no appeal can be or is taken, all obligations to pay Royalties based on such Licensed Patent, or claim, will cease
    as of the date of such expiration or final decision, and in addition (in the case of invalidity but not in the case of expiration),
    Licensee shall be relieved of all accrued within the previous nine (9) months but unpaid obligations to pay Royalties based
    on such Licensed Patent, or claim. For clarity, Royalties based on Licensed Technical Knowledge will still apply. Licensee
    will not, however, be relieved from paying any Royalties that accrued before such expiration or that are based on another
    Licensed Patent, or claim within any Licensed Patent, which is not expired, or which is not held invalid or unpatentable in
    such final decision.
	 	 
	5.4	Books
    and Records. Licensee will keep full, true, and accurate books of accounts containing all particulars that may be necessary
    for the purpose of showing (a) the amount of Royalties payable to ULRF, and (b) Licensee’s compliance with obligations
    under this Agreement. For six (6) years following the end of the calendar year to which they pertain, said books and the supporting
    data will be open, during normal business hours upon reasonable notice, to inspection and audit by an independent certified
    public accountant as well as an internal ULRF auditor for purposes of verifying Licensee’s Development and Royalty Reports
    under Article 6 and compliance in other respects with this Agreement. Such representatives will be required to hold all information
    in confidence except as necessary to communicate Licensee’s non-compliance with this Agreement to ULRF. The fees and
    expenses of the representatives performing such an examination will be borne by ULRF, provided that, if an error in underpaid
    Royalties or other payments to ULRF of more than five percent (5%) for any calendar year is discovered, then the fees and
    expenses of these representatives in conducting such examination will be borne by Licensee. 
	 	 
	5.5	Self-audit.
    Licensee will conduct an independent audit of Sales and Royalties at least every two (2) years if Net Sales exceed five million
    dollars ($5,000,000) in any given calendar year. The audit will address, at a minimum, the amount of Net Sales by or on behalf
    of Licensee during the audit period, the amount of funds owed to ULRF under this Agreement, and whether the amount owed has
    been paid to ULRF and is reflected in Licensee’s records. Licensee will submit the auditor’s report promptly to
    ULRF upon completion. Licensee will pay for the entire cost of the audit.
	 	 
	5.6	Auditing
    and Review of Development Records. ULRF reserves the right to audit Licensee’s records relating to the development
    of Licensed Products and Licensed Services as required hereunder. Such requirements for Licensee’s record keeping and
    ULRF’s audit thereof will be subject to the same procedures and restrictions set forth in Section 5.4 for audit of financial
    records of Licensee. 
	 	 
	5.7	Late
    Payments. In the event any payment due hereunder is not made when due, the payment will accrue interest, calculated at
    the monthly rate of one and one-half percent (1.5%), the interest being compounded on the last day of each calendar month.
    Each such payment when made will be accompanied by all interest so accrued. Said interest and the payment and acceptance thereof
    will not negate or waive the right of ULRF to seek any other remedy, legal or equitable, to which it may be entitled because
    of the delinquency of any payment including, but not limited to, termination of this Agreement as provided in Article 15.


 




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6.
development AND ROYALTY REPORTS


 


	6.1	Development
    Reports. Until the first Sale occurs in the United States, Licensee will submit to ULRF a semi-annual development report
    (“Development Report”) within sixty (60) days of each June 30 and December 31 following the end of such
    six (6) month period. Development Reports will cover Licensee’s activities related to the development and testing of
    Licensed Products, Licensed Services, and Licensed Methods, including efforts related to obtaining necessary government approvals,
    if any, for marketing in the United States and foreign countries. Each Development Report will provide a sufficiently detailed
    summary of activities of Licensee and any Sublicensees so that ULRF may evaluate and determine Licensee’s progress in
    the development of Licensed Products, Licensed Services, and Licensed Methods, and in meeting Licensee’s diligence obligations
    under Article 4, and include at least the following: (a) summary of work completed and in progress; (b) current schedule of
    anticipated events and milestones, including the diligence Milestones under Article 4; (c) anticipated market introduction
    dates; (d) names and addresses of Sublicensees for any new Sublicenses entered into during the reporting period; (e) Sublicensees’
    known activities during the reporting period; and (f) description of any Non-Royalty Sublicensing Income received by Licensee.
    In the Development Report immediately subsequent to the first Sale by Licensee or by a Sublicensee, Licensee will report the
    date of such first Sale. 
	 	 
	6.2	Royalty
    Reports. After the first Sale, within sixty (60) days of each June 30 and December 31 following the end of such six (6)
    month period, Licensee will submit to ULRF a semi-annual royalty report (“Royalty Report”), accompanied
    by the corresponding Royalty payment as required in Exhibit B, Section 2. Each Royalty Report will include at least the following:
    (a) the volume of Licensed Products and Licensed Services Sold (if no Sales have occurred during the report period, the Royalty
    Report will contain a statement to this effect); (b) gross amounts of any payments or other consideration received in connection
    with Sales, (c) Net Sales pursuant to Section 1.10, and the calculation of Net Sales, including all deductions taken, so that
    ULRF can confirm the calculation; (d) total Royalties due to ULRF; (e) description of any Non-Royalty Sublicensing Income
    received by Licensee; and (f) names and addresses of Sublicensees for any new Sublicenses entered into during the reporting
    period.
	 	 
	6.3	Submission
    of Development and Royalty Reports. All Development and Royalty Reports will be submitted electronically via email with
    reference to this Agreement (ULRF ref. 20408-LA) to the UofL Commercialization EPI-Center service account at thinker@louisville.edu.
    


 


7.
EXCLUSIONS AND NEGATIONS OF WARRANTIES, AND LIMITATION OF LIABILITY


 


	7.1	Negation
    of Warranties. ULRF provides Licensee the rights granted in this Agreement AS IS and WITH ALL FAULTS. ULRF makes no representations
    and extends no warranties of any kind, either express or implied, except a representation that ULRF owns the Licensed Patents
    and that neither ULRF nor any of the Inventors have granted any licenses in the Licensed Patents to any commercial or for-profit
    entities. Among other things, ULRF disclaims any express or implied warranty: (a) of merchantability, or of fitness for a
    particular purpose; (b) of non-infringement; or (c) arising out of any course of dealing.
	 	 
	7.2	No
    Representation of Licensed Patent. Licensee also acknowledges that ULRF does not represent or warrant: (a) the validity
    or scope of any Licensed Patent; or (b) that the exploitation of the Invention or Licensed Patents or Licensed Technical Knowledge
    will be successful. 
	 	 
	7.3	No
    Warranties to Third Parties. Licensee will not make any statements, representations or warranties or accept any liabilities
    or responsibilities whatsoever to or with regard to any person or entity that are inconsistent with any disclaimer or limitation
    included in this Article.


 




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	7.4	Limitation
    of Liability. THE ENTIRE RISK AS TO PERFORMANCE OF LICENSED PRODUCTS, LICENSED SERVICES, LICENSED METHODS AND UNDERLYING
    RESEARCH IS ASSUMED BY LICENSEE OR ANY SUBLICENSEES. IN NO EVENT (OTHER THAN WILLFUL MISCONDUCT OR FRAUD AND TO THE EXTENT
    PERMITTED BY LAW) WILL ULRF, UOFL, INCLUDING ITS TRUSTEES, FELLOWS, OFFICERS, EMPLOYEES, STUDENTS AND AGENTS, BE RESPONSIBLE
    OR LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER, OR LOST PROFITS OR
    OTHER ECONOMIC LOSS OR DAMAGE WITH RESPECT TO THE PRACTICE OF THE INVENTION OR LICENSED PATENTS (INCLUDING MAKING, USING,
    SELLING, OFFERING TO SELL, OR IMPORTING LICENSED PRODUCTS, LICENSED SERVICES, OR LICENSED METHODS) WHETHER GROUNDED IN TORT
    (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), STRICT LIABILITY, CONTRACT OR OTHERWISE. THE ABOVE LIMITATIONS ON LIABILITY
    APPLY EVEN THOUGH ULRF, UOFL, ITS TRUSTEES, FELLOWS, OFFICERS, EMPLOYEES, STUDENTS OR AGENTS MAY HAVE BEEN ADVISED OF THE
    POSSIBILITY OF SUCH DAMAGE.


 


8.
INDEMNITY AND INSURANCE


 


	8.1	Indemnity.
    Licensee will indemnify, hold harmless, and defend ULRF, UofL, and its trustees, fellows, officers, employees, students, and
    agents from and against any and all claims, suits, losses, damage, costs, fees, expenses (including attorneys’ fees),
    and claims resulting from or arising out of the exercise of the license granted hereunder, or any Sublicense thereof, by Licensee,
    Affiliates or Sublicensees. This indemnification will include, but not be limited to, any product liability. This Section
    8.1 shall not apply to the extent the claims, suits, losses, damage, costs, fees, and/or expenses are due to any indemnitee’s
    breach of this Agreement, violation of law, willful misconduct or fraud.
	 	 
	8.2	Insurance.
    During the Term, Licensee will obtain and maintain at all times and will require Sublicensees, and any subcontractors of any
    of the foregoing, to obtain and maintain (a) insurance for all statutory workers’ compensation and employers’
    liability requirements covering any and all employees with respect to activities performed under this Agreement; and (b) commercial
    general liability insurance, with limits of insurance not less than $1,000,000 per occurrence and $3,000,000 aggregate, including
    products liability insurance, written on an occurrence bases, from reputable and financially secure insurance carriers (having
    an A.M. Best rating of A IX or above) to cover their respective activities. Such insurance will provide an appropriate and
    standard level of coverage considering the size of the company and for the product and industry, and will list ULRF, UofL,
    its trustees, fellows, officers, employees, students, and agents as additional insureds. Such insurance will be written to
    cover claims resulting from or arising out of the exercise of the licenses granted hereunder, or any Sublicense thereof, by
    Licensee or Sublicensees incurred, discovered, manifested, or made at any time during or after the expiration or termination
    of this Agreement. At ULRF’s request, Licensee will furnish a certificate of insurance evidencing primary coverage,
    indicating that ULRF and UofL have been listed as an additional insured under commercial general liability, and requiring
    thirty (30) days prior written notice to ULRF of cancellation or material change. All such insurance of Licensee will be primary
    coverage; the insurance of ULRF will be deemed to be excess and noncontributory. ULRF will notify Licensee in writing of any
    claim brought against ULRF in respect to which ULRF intends to invoke the provisions of this Section. Licensee will keep ULRF
    informed in writing and on a current basis of Licensee’s defense(s) of any known claim under this Section.


 




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9.
patent prosecution and maintenance


 


	9.1	Responsibility
    for Licensed Patents. ULRF will prosecute and maintain the Licensed Patents, subject to Licensee’s reimbursement
    of ULRF’s Patent Costs under Section 9.2. ULRF will have sole responsibility for retaining and instructing patent counsel
    (which from and after the Effective Date shall be selected by Licensee but reasonably acceptable to ULRF), and will promptly
    provide Licensee with copies of all official patent office correspondence. ULRF will seek and consider comments from Licensee
    prior to taking any substantive prosecution action in any Licensed Patent, provided that if Licensee has not commented on
    such prosecution action prior to the deadline for filing a response with the relevant government patent office, ULRF will
    be free to respond appropriately without consideration of Licensee’s comments. ULRF will use reasonable efforts to prepare
    or amend any patent application within the Licensed Patents to include claims reasonably requested by Licensee to protect
    the Licensed Products or Licensed Services contemplated to be Sold or Licensed Methods to be practiced under this Agreement.
    Licensee will make all reasonable efforts to advise ULRF and its patent counsel in order to secure the broadest patent protection
    possible with respect to envisioned Licensed Products and (if any) Licensed Services.
	 	 
	9.2	Patent
    Costs. Subject to Section 9.3, Licensee will reimburse ULRF for all out-of-pocket costs incurred before, on, or after
    the Effective Date in connection with preparing, filing, prosecuting and maintaining Licensed Patents (including, without
    limitation, the cost of any reexaminations, oppositions, post-grant review, inter partes review, supplemental examinations,
    and other patent office administrative proceedings, and their appeals), which have not been previously reimbursed to ULRF
    (“Patent Costs”). 


 


	 	(a)	Prior
    Patent Costs. Licensee will reimburse ULRF for all Patent Costs incurred prior to the Effective Date in the amount stated
    in Exhibit B at such time and in such manner as stated in Exhibit B.
	 	 	 
	 	(b)	Ongoing
    Patent Costs. Licensee will reimburse ULRF for all Patent Costs incurred on or after the Effective Date within thirty
    (30) days of receipt by Licensee of invoice from ULRF for the same.
	 	 	 
	 	(c)	Advances.
    If a specific Patent Cost is estimated to be greater than ten thousand dollars ($10,000) or if Licensee has not timely reimbursed
    ULRF for ongoing Patent Costs, then ULRF, at its sole discretion, may require that Licensee deposit with ULRF a reasonable
    amount, as based on patent counsel’s estimate or invoice, as an advance against anticipated significant Patent Costs,
    such as new patent application filings, maintenance fees, or annuities. Unless otherwise agreed, such funds will be applied
    against invoices ULRF receives in connection with such Patent Costs until the funds are depleted. Upon expiration or termination
    of this Agreement, or at such time that no additional Patent Costs are reasonably anticipated, the remaining balance, if any,
    will be returned to Licensee at Licensee’s written request, or at Licensee’s election, may be credited against
    other amounts then due and payable to ULRF hereunder. 


 


	9.3	Surrender
    of Rights. Licensee’s obligation to pay Patent Costs will continue for so long as this Agreement remains in effect,
    provided that Licensee may terminate Licensee’s obligations with respect to any given patent application or patent within
    the Licensed Patents in any designated country upon ninety (90) days written notice to ULRF. In the event of such notice to
    ULRF, ULRF will undertake to curtail applicable Patent Costs reimbursable by Licensee pursuant to Section 9.2. ULRF may continue
    prosecution and maintenance of such patent applications or patents at ULRF’s sole discretion and expense, provided that
    Licensee will have no further rights thereunder.


 




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10.
CONTEST OF PATENT VALIDITY


 


	10.1	Licensee
    and Sublicensees must provide ULRF at least ninety (90) days prior written notice before filing any action that contests the
    validity of any Licensed Patent during the Term.
	 	 
	10.2	In
    the event Licensee, a Sublicensee, or an Affiliate files any action contesting the validity of any Licensed Patent, the Royalty
    rate applicable to Sales made during the pendency of such action will be two (2) times the Royalty rate specified in Exhibit
    B. Should the outcome of such contest determine that any claim of a Licensed Patent challenged is valid and would be infringed
    by Licensee’s or a Sublicensee’s Sales if not for the license granted by this Agreement, the applicable Royalty
    rate for Sales made thereafter and for the remainder of the Term will be three (3) times the Royalty rate specified in Exhibit
    B. In the event that Licensee, a Sublicensee, or an Affiliate contests the validity of any Licensed Patent during the Term,
    Licensee agrees (and will require its Sublicensees to agree) to pay to ULRF all royalties due under this Agreement during
    the period of challenge. For the sake of clarity, such amounts will not be paid into any escrow or other account, but directly
    to ULRF, and will not be refunded.


 


11.
INFRINGEMENT


 


	11.1	Infringement
    Procedure. Each Party will promptly notify the other Party if it believes a third party infringes a Licensed Patent in
    the Field of Use. So long as the license granted herein remains exclusive, Licensee may have the right to institute a suit
    against such third party as provided in Sections 11.2 through 11.6. 
	 	 
	11.2	ULRF
    Suit. ULRF will have the first right to institute suit, and may name Licensee as a party to such suit for standing purposes.
    If ULRF decides in good faith to institute suit, it will notify Licensee in writing. If Licensee does not notify ULRF in writing
    that it desires to jointly prosecute the suit within fifteen (15) days after the date of the notice, Licensee will assign
    and hereby does assign to ULRF all rights, causes of action, and damages resulting from the alleged infringement. ULRF will
    bear the entire cost of the litigation, and from any recovery or damages derived therefrom, ULRF will first be reimbursed
    its out-of-pocket costs and attorney fees, and the remaining sums will be split, with seventy-five percent (75%) of such sums
    going to ULRF, and twenty-five percent (25%) of such sums going to Licensee. In the event that a non-cash cross license is
    awarded or a non-cash settlement is reached, both Parties agree to negotiate appropriate compensation in good faith.
	 	 
	11.3	Joint
    Suit. If ULRF and Licensee so agree (or if Licensee so elects pursuant to Section 11.2), they may institute suit jointly.
    If so, they will: (a) prosecute the suit in both their names; (b) bear the out-of-pocket costs equally; (c) share any recovery
    or settlement equally; and (d) agree in a separate written document how they will exercise control over the action. In the
    event that a non-cash cross license is awarded or a non-cash settlement is reached, both Parties agree to negotiate appropriate
    compensation in good faith 
	 	 
	11.4	Licensee
    Suit. If ULRF does not elect to, within 45 days after Licensee notifies ULRF pursuant to Section 11.1 of a particular
    infringement, pursue a suit pursuant to either of Sections 11.2 or 11.3, Licensee may institute and prosecute a suit so long
    as it conforms with the requirements of this Section and Licensee or a Sublicensee is diligently developing or making Sales
    of Licensed Products or Licensed Services. Licensee will diligently pursue the suit and will bear the entire cost of the litigation,
    and will indemnify ULRF for any costs, expenses, and counsel fees incurred by ULRF. Licensee will keep ULRF reasonably apprised
    of all developments in the suit, and will seek ULRF’s input and approval on any substantive submissions or positions
    taken in the litigation regarding the scope, validity and enforceability of the Licensed Patent. Licensee will not prosecute,
    settle or otherwise compromise any such suit in a manner that adversely affects the interests of ULRF or UofL without ULRF’s
    prior written consent. ULRF may be named as a party only if: (a) Licensee’s, ULRF’s and UofL’s respective
    counsel recommend that such action is necessary in their reasonable opinion to achieve standing; (b) ULRF is not the first
    named party in the action; and (c) the pleadings and any public statements about the action state that Licensee is pursuing
    the action and that Licensee has the right to join ULRF as a party plaintiff thereto.


 




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	11.5	Recovery.
    If Licensee institutes suit pursuant to Section 11.4, any recovery in excess of any unrecovered litigation costs and fees
    will be shared with ULRF as follows: Any recovery will be split, with seventy-five percent (75%) of such sums going to Licensee,
    and twenty-five (25%) of such sums going to ULRF. In the event that a non-cash cross license is awarded or a non-cash settlement
    is reached, both Parties agree to negotiate appropriate compensation to ULRF in good faith. 
	 	 
	11.6	Abandonment
    of Suit. If either ULRF or Licensee commences a suit and thereafter intends to abandon the suit, it will give timely notice
    to the other Party. The other Party may continue prosecution of the suit after ULRF and Licensee agree on the sharing of expenses
    and any recovery in the suit.


 


12.
DECLARATORY JUDGMENT


 


	12.1	In
    the event a declaratory judgment action alleging invalidity or noninfringement of any Licensed Patent is brought against Licensee,
    then ULRF, at its option and sole discretion, will have the right, within thirty (30) days after commencement of such action,
    to (in good faith) intervene and take over and conduct the sole defense of the action at its own expense.


 


13.
CONFIDENTIALITY


 


	13.1	With
    respect to disclosures by one Party or its Affiliates (“Disclosing Party”) to the other Party or its Affiliates
    (“Receiving Party”) under this Agreement or under either the Option Agreement identified in the above Background
    Section, effective December 17, 2019 or the NDA, effective August 22, 2018, the Receiving Party will, subject to Sections
    13.2 and 13.3, keep any information identified as confidential by the Disclosing Party confidential using methods at least
    as stringent as each Party uses to protect its own confidential information. “Confidential Information”
    will include the negotiated terms of this Agreement as set forth in Exhibits B and C, Licensee’s Development Reports,
    Royalty Reports, Sublicenses, the Licensed Patents (until publication of the Licensed Patents), information regarding any
    prior/on-going/future research or the review of such research and all information concerning them and any other information
    that which a reasonable person would understand to be confidential in nature or which is marked confidential or accompanied
    by correspondence indicating such information is exchanged in confidence between the Parties. Except as may be authorized
    in advance in writing by ULRF, Licensee will grant access to ULRF’s Confidential Information only to its own employees
    or agents involved in research relating to the Licensed Patents and Licensee will require such employees to be bound by terms
    of confidentiality no less restrictive than those set forth in this Article. 
	 	 
	13.2	The
    confidentiality and non-use obligations set forth above apply to all or any part of the Confidential Information disclosed
    hereunder except to the extent that the information: 


 


	 	(a)	was
    already in the Receiving Party’s possession on a non-confidential basis prior to receipt from the Disclosing Party;
    





 




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	 	(b)	was
    in the public domain by public use, general knowledge or the like, or after disclosure hereunder, becomes general or public
    knowledge through no fault of the Receiving Party or its disclosees; 
	 	 	 
	 	(c)	was
    properly obtained by the Receiving Party from a third party not under a confidentiality obligation to or for the benefit of
    the Disclosing Party;
	 	 	 
	 	(d)	is
    explicitly approved for release by written authorization of the Disclosing Party;
	 	 	 
	 	(e)	is
    independently developed by employees or agents of the Receiving Party who had no knowledge of or access to the Confidential
    Information as evidenced by the Receiving Party’s business records; 
	 	 	 
	 	(f)	is
    required to be disclosed to the public pursuant to federal securities laws or regulations; or
	 	 	 
	 	(g)	five
    (5) years have elapsed from the expiration of this Agreement.


 


	13.3	ULRF
    will be free to release to the Inventors, and to ULRF and UofL senior administrators, the terms and conditions of this Agreement
    upon their request. If such release is made, ULRF will inform such individuals of the confidentiality obligations set forth
    above that require that such individuals not disclose such terms and conditions to others.
	 	 
	13.4	The
    Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to a requirement to so disclose under
    applicable laws or regulations or a valid order of a court or other governmental authority of competent jurisdiction, including
    an opinion issued by the Kentucky Attorney General which carries the force of law in Kentucky open-records cases, provided
    that the Receiving Party: (a) provides the Disclosing Party with prompt notice of such disclosure requirement if legally permitted,
    (b) reasonably affords the Disclosing Party an opportunity to oppose or limit, or secure confidential treatment for such required
    disclosure (and reasonably cooperates with such effort) and (c) to the extent that the Disclosing Party is unsuccessful in
    its efforts pursuant to subsection (b), discloses only that portion of the Confidential Information that the Receiving Party
    is legally required to disclose. For the avoidance of doubt, the Confidential Information disclosed by said law or legal process
    remains confidential unless and until it falls under one of the exceptions set forth in Sections 13.2(a)-(g). (For avoidance
    of doubt: if Confidential Information disclosed by said law or legal process becomes general or public knowledge thereby,
    Section 13.2(b) would be applicable.)


 


14.
NOTICES and invoices


 


	14.1	Notices.
    All notices required or permitted to be given hereunder will be effective when given in writing, with reference to this Agreement
    and when (a) sent by email, (b) sent by registered or certified mail, return receipt requested, or (c) by overnight courier,
    such as Federal Express or UPS, to the other Party at its respective address set forth below or to such other address as one
    Party may designate by written notice from time to time hereunder. Notices will be deemed effective when received.


 


	 	If
    to Licensee: 	Qualigen
    Therapeutics, Inc.
	 	 	2042
    Corte Del Nogal
	 	 	Carlsbad,
    CA 92011
	 	 	Email:
    mpoirier@qualigeninc.com
	 	 	Attn.:
    Michael S. Poirier, President/CEO
	 	 	 
	 	If
    to ULRF: 	Commercialization
    EPI-Center
	 	 	University
    of Louisville
	 	 	300
    East Market Street, Suite 300
	 	 	Louisville,
    KY 40202
	 	 	Email:
    thinker@louisville.edu
	 	 	Attn.:
    Director
	 	 	ULRF
    ref. #20408-LA


 




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	14.2	Invoices.
    ULRF may submit invoices for any payments due in electronic form via email sent to the email address supplied by Licensee
    from time to time. An invoice directed to the last email address provided by Licensee to ULRF will be deemed received by Licensee
    when sent by ULRF.


 


15.
TERM AND TERMINATION


 


	15.1	Term.
    This Agreement will continue in full force and effect from the Effective Date until the expiration of the last to expire Licensed
    Patents, unless sooner terminated by operation of law or by acts of either Party in accordance with the terms of this Agreement
    (the “Term”).
	 	 
	15.2	Termination
    by Licensee. Licensee may terminate this Agreement by providing written notice to ULRF in accordance with Section 14.1
    at least ninety (90) days in advance of the effective date of termination selected by Licensee. 
	 	 
	15.3	Termination
    by ULRF. If Licensee should materially violate or fail to perform any material term or provision of this Agreement, then
    ULRF may give written notice of such default (“Notice of Default”) to Licensee. If Licensee should fail
    to repair such default within thirty (30) days of the effective date of such Notice of Default, ULRF will have the right to
    terminate this Agreement by a second written notice (“Notice of Termination”) to Licensee. If a Notice
    of Termination is sent to Licensee, this Agreement will automatically terminate on the effective date of such notice. Such
    termination will not relieve Licensee of Licensee’s obligation to pay any Royalty or fees owing at the time of such
    termination and will not impair any accrued rights of ULRF. Notices given under this Section will be subject to Section 14.1.


 


	 	(a)	Notwithstanding
    Section 15.3, ULRF may, to the extent permitted by applicable law, terminate this Agreement immediately upon written notice
    to Licensee if Licensee files in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction,
    a petition in bankruptcy or for reorganization or for an arrangement or for the appointment of a receiver or trustee of Licensee
    or of its assets, or if Licensee is served with an involuntary petition against it, filed in any proceeding of such sort,
    and such petition is not dismissed within 60 days after the filing thereof, or if Licensee overtly proposes to dissolve or
    liquidate, or if Licensee makes an assignment for the benefit of its creditors.


 


	15.4	Consequences
    of Termination. Upon termination of this Agreement for any reason, nothing herein is to be construed to release either
    Party from any obligation that matured prior to the effective date of such termination. Licensee may, however, for one (1)
    year following the date of termination, Sell inventoried Licensed Products, provided that Licensee pays to ULRF Royalties
    thereon as required under Article 5 and submits the related reports as required under Article 6. Upon termination, Licensee
    will remain obligated to provide, in the form specified in Section 6.2, an accounting for and pay Royalties earned up to the
    date of termination and for the one (1) year period thereafter, as specified above, and any Annual Minimums prorated as of
    the date of termination based on the number of days elapsed in the applicable License Year. Any such payments or reports due
    hereunder will be sent to ULRF within thirty (30) days of termination. In the event of termination, ULRF will have no obligation
    to as a result of such termination refund any royalties, fees, or other amounts paid to ULRF under this Agreement or any other
    agreement between the Parties. 


 




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	15.5	Surviving
    Provisions. Surviving any termination or expiration are: (a) Licensee’s obligation to pay royalties or other amounts
    accrued; (b) any claim of Licensee or ULRF, accrued or to accrue, because of any breach or default by the other Party; and
    (c) the provisions of Section 3.5 and Articles 5, 6, 7, 8, 12, 13 and 17, and any other provision that by its nature is intended
    to survive.


 


16.
assignment


 


	16.1	Permitted
    Assignment by Licensee. Subject to Section 16.3, Licensee may assign this Agreement to its successor in interest as part
    of a Change of Control, provided that, if Licensee is in material breach of any material provision of this Agreement, Licensee
    must obtain ULRF’s prior written consent to such assignment.
	 	 
	16.2	Any
    Other Assignment by Licensee. Any other attempt to assign this Agreement by Licensee is null and void.
	 	 
	16.3	Conditions
    of Assignment. Prior to any assignment, the following conditions must be met:


 


	 	(a)	Licensee
    must give ULRF simultaneous or prior written notice of the assignment, including the assignee’s contact information;
    and 
	 	(b)	the
    assignee must agree in writing to ULRF to be bound by this Agreement.


 


	16.4	After
    the Assignment. Upon a permitted assignment of this Agreement pursuant to this Article, the term “Licensee”
    in this Agreement will mean the assignee.


 


17.
MISCELLANEOUS


 


	17.1	Marking.
    Licensee will mark all Licensed Products made, used, offered for Sale, imported, or Sold under this Agreement, or their containers,
    in accordance with applicable patent marking laws.
	 	 
	17.2	Use
    of Names and Trademarks. Licensee will not, without the prior written consent of ULRF, identify ULRF, UofL, or any of
    their affiliated entities in any promotional statement or use the name of any Inventor (with the exception of any Inventors
    who are employed by, partners in, or consultants of Licensee) or any UofL employee or student, or any trademark, service mark,
    trade name, or symbol of ULRF or UofL. Notwithstanding the foregoing or anything to the contrary herein, Licensee may state
    that it is a licensee of ULRF with respect to the Licensed Patents; likewise, ULRF or UofL may state that the Licensed Patents
    are licensed to Licensee.
	 	 
	17.3	Entire
    Agreement; Amendment. This Agreement, including the attached Exhibits, constitutes the entire agreement and the understanding
    of the Parties with respect to the subject matter contained herein, and supersedes all prior or contemporaneous communications,
    agreements, commitments, representations, or understandings, whether oral or written, between the Parties relating to the
    same. For avoidance of doubt: the exclusive license agreements dated June 8, 2018 (ULRF ref. #18255-LA) (and as thereafter
    amended) between ULRF and Qualigen, Inc. and June 9, 2020 (ULRF ref #20337) between the Parties, and any sponsored research
    agreements related to those exclusive license agreements are not superseded hereby. Any confidential information which was
    disclosed under the Option Agreement, the SRA, the NDA, or under any written confidentiality agreement between the Parties
    (and/or an Affiliate of a Party) before the Term shall remain confidential and shall be subject to the nondisclosure and nonuse
    provisions set forth in Article 13 of this Agreement. This Agreement may be modified only by an instrument duly executed by
    authorized officials of the Parties and only if such instrument specifically states that it is an amendment to this Agreement.


 




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	17.4	Severability.
    In the event any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or
    unenforceable, that provision will be curtailed, limited or deleted, but only to the extent necessary to remove such invalidity,
    illegality or unenforceability, and the remaining provisions are not in any way to be affected or impaired thereby. In the
    event such curtailment, limitation or deletion is not allowed by relevant law or if such curtailment, limitation or deletion
    changes any essential basis of the bargain set forth in this Agreement, the Parties agree to substitute a new provision as
    similar in effect to the deleted provision as may be allowed by relevant law.
	 	 
	17.5	Interpretation.
    Any reference herein to any defined term includes both the singular and the plural, whether or not both forms are included
    in the reference. References to any statutes or regulations mean such statutes or regulations as amended at the time of interpretation
    and include any successor legislation or regulations. All references to particular Exhibits, Articles or Sections mean the
    Exhibits to, and Articles and Sections of, this Agreement, unless otherwise specified. Any Exhibits are hereby incorporated
    by reference and deemed a part of this Agreement. Unless the context otherwise requires, capitalized terms used herein will
    have the respective meanings specified or referred to in Article 1, or elsewhere herein. Any words not herein defined will
    have their ordinary meaning.
	 	 
	17.6	Waiver.
    The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement
    will not constitute a waiver of that (or any other) right or excuse a similar subsequent failure to perform any such (or any
    other) term or condition by the other Party. None of the terms and conditions of this Agreement can be waived except by the
    written consent of the Party waiving compliance.
	 	 
	17.7	No
    Agency. The relationship between the Parties is that of independent contractors. Neither Party will be deemed an agent
    of the other in connection with the exercise of any rights hereunder, nor will either Party have any right or authority to
    assume or create any obligation or responsibility on behalf of the other.
	 	 
	17.8	Governing
    Law. This Agreement will be governed solely by the laws of the Commonwealth of Kentucky, without applying any law that
    would result in the application of a different body of law; provided that questions affecting the construction and effect
    of any patent will be determined by the law of the country in which the patent has been granted. The Parties agree that the
    United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. 
	 	 
	17.9	Jurisdiction
    and Forum. The state courts located in the Commonwealth of Kentucky will have exclusive jurisdiction over any claim or
    dispute concerning or arising out of this Agreement. The Parties hereby irrevocably consent to the exclusive jurisdiction
    of such courts and irrevocably waive any claim of inconvenient forum; provided that, notwithstanding the foregoing, either
    Party will have the right to seek injunctive relief and the enforcement of judgments in any court of competent jurisdiction.
	 	 
	17.10	Compliance
    with Laws. This Agreement will be subject to all United States laws and regulations now or hereafter applicable to the
    subject matter of this Agreement. Licensee will comply with all applicable international, national, state, regional, and local
    laws and regulations in performing its obligations hereunder and in Licensee’s use, manufacture, Sale, offer for Sale,
    or import of Licensed Products or Licensed Services, or in Licensee’s practice of Licensed Methods. Without limitation,
    Licensee will observe all applicable United States and foreign laws and regulations governing the transfer to other countries
    of technical data related to Licensed Products, Licensed Services, or Licensed Methods, including, without limitation, the
    International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). Licensee will obtain, and
    will require Affiliates (if applicable) and Sublicensees to obtain, such written assurances regarding export and re-export
    of technical data (including Licensed Products made by use of technical data) as may be required by EAR, and any similar foreign
    laws or regulations, and Licensee hereby gives such written assurances as may be required under those Regulations to ULRF.


 




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	17.11	Export
    Controls. Licensee understands that ULRF and UofL are subject to United States laws and regulations (including the Arms
    Export Control Act, as amended, and the Export Administration Act of 1979) controlling the export of technical data, computer
    software, laboratory prototypes, and other commodities, and ULRF’s obligations to Licensee under this Agreement are
    contingent on and subject to compliance with such laws and regulations. The transfer of certain technical data or commodities
    may require a license from an agency of the United States Government or written assurances by Licensee or a Sublicensee that
    Licensee or a Sublicensee will not export such technical data or commodities to certain foreign countries without prior approval
    of such agency. ULRF neither represents that such a license will not be required nor that, if required, it will be issued.


 


Therefore,
the Parties have executed this Exclusive License Agreement in duplicate originals by their duly authorized officers or representatives.


 


Signatures
appear on the following page.


 


	UNIVERSITY
    OF LOUISVILLE	 	QUALIGEN
    THERAPEUTICS, INC.
	RESEARCH
    FOUNDATION, INC.	 	 
	 	 	 
	/s/
                                         T. Allen Morris
	 	/s/
    Michael S. Poirier
	T.
    Allen Morris, Ph.D., MBA	 	Michael
    S. Poirier
	Executive
    Director	 	President/CEO
	Commercialization
    EPI-Center	 	 
	 	                   	 	 	                  
	Date 	July
                                         17, 2020
	 	Date	17
                                         July 2020



 


	Attachments:	Exhibit
    A: Licensed Patents
	 	Exhibit
    B: Fees and Royalties
	 	Exhibit
    C: Diligence Milestones


 




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EXHIBIT
A – LICENSED PATENTS


 


	●	United
    States Provisional Patent Application no. 62/575,858 (abandoned); Compounds, their preparation, related compositions, and
    uses thereof; Filing date: October 23, 2017; ULRF ref. #17036 and #16069.
	●	United
    States Provisional Patent Application no. 62/669,926 (converted); Compounds, their preparation, related compositions, and
    uses thereof; Filing date: May 10, 2018; ULRF ref. #17036 and #16069.
	●	PCT
    Patent Application no. PCT/US19/31885 (pending); Inhibitors of the ras oncoprotein, methods of making, and methods of use
    thereof; Filing date: May 10, 2019; ULRF ref. #17036 and #16069.


 




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EXHIBIT
B – FEES AND ROYALTIES


NOTICE


 


THIS
EXHIBIT B CONTAINS FINANCIAL AND COMMERCIAL INFORMATION DEEMED BUSINESS SENSITIVE AND CONFIDENTIAL. THE PARTIES AGREE NOT TO DISCLOSE
THE TERMS OF THIS EXHIBIT TO ANY THIRD PARTY WITHOUT THE WRITTEN CONSENT OF THE OTHER PARTY, EXCEPT AS NECESSARY TO ENABLE THE
PARTIES TO PERFORM UNDER THIS AGREEMENT OR AS MAY BE REQUIRED AND CONTEMPLATED IN ARTICLE 13 HEREOF.


 


	1.	License
    Issue Fee. Within ten (10) calendar days of the Effective Date, Licensee will pay to ULRF a License Issue Fee of One Hundred
    Thousand dollars ($100,000).
	 	 
	2.	Royalties.
    Licensee agrees to pay to ULRF earned royalties (“Royalties”) as a percentage of Net Sales for all Licensed
    Products and Licensed Services Sold during the Term by Licensee, Affiliates, Sublicensees or any third party otherwise authorized
    by Licensee to Sell Licensed Products and/or Licensed Services according to the following schedule:


 


	 	a.	Licensee
    agrees to pay to ULRF Royalties at the rate of four percent (4%) of Net Sales up to and equal to two hundred fifty million
    dollars ($250,000,000) cumulative gross Sales in which Licensed Products are produced and/or Sold or Licensed Services are
    conducted in countries or regions where there are valid claims of Licensed Patents covering such Licensed Patents or Licensed
    Services. 
	 	b.	Licensee
    agrees to pay to ULRF Royalties at the rate of five percent (5%) of Net Sales for any Sales exceeding two hundred fifty million
    dollars ($250,000,000) cumulative gross Sales in which Licensed Products are produced and/or Sold or Licensed Services are
    conducted in countries or regions where there are valid claims of Licensed Patents covering such Licensed Patents or Licensed
    Services. 
	 	c.	Licensee
    agrees to pay to ULRF Royalties at the rate of two and a half percent (2.5%) of Net Sales for any Sales not covered by valid
    claims of Licensed Patents.


 


Amounts
owed under this Section will be paid and reported on a semi-annual basis, as described in Section 6.2.


 


	3.	Sharing
    of Non-Royalty Sublicensing Income. In addition to but not in duplication of paragraph 2 above, with respect to any Sublicenses
    granted by Licensee under Article 3, Licensee will pay Non-Royalty Sublicensing Income to ULRF according to the following
    schedule for Non-Royalty Sublicensing Income actually received by Licensee:


 


	 	a.	Fifty
    percent (50%) if sublicensed in the first or second License Year of the Agreement;
	 	b.	Forty
    percent (40%) if sublicensed in the third or fourth License Year of the Agreement; and 
	 	c.	Thirty
    percent (30%) if sublicensed in the fifth License Year or any subsequent License Year of the Agreement.


 


Amounts
owed under this Section will be paid to ULRF within thirty (30) days of Licensee’s receipt of any Non-Royalty Sublicensing
Income. No payments owed under this Section will be prorated, regardless of whether or not the Sublicense is bundled with other
licenses or sublicenses, without ULRF’s written consent. It is contemplated that any Sublicensee of the Licensed Patents
or Licensed Technical Knowledge, or any third party acquiring Licensee would continue the performance of relevant activities and
obligations under this Agreement, including the payment of all royalties and fees, pursuant to this Agreement.


 




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	4.	Annual
    Minimums. If total amounts actually paid under Sections 2 and 3 of this Exhibit for any calendar year are less than the
    applicable minimum amount set forth in the following subsections (the “Annual Minimum”), Licensee will
    pay to ULRF an amount for that calendar year equal to the shortfall. Such payment will be made within sixty (60) days from
    the first day following the end of the applicable calendar year (i.e. the first payment will be due sixty (60) days from January
    1, 2025). If this Agreement expires or terminates for any reason during any calendar year, the Annual Minimum for such License
    Year will be reduced pro-rata. 


 


	Calendar
    Year(s)	 	Annual
    Minimum	 	Due
as of:
	2024	 	Twenty
    thousand dollars ($20,000)	 	Jan.
    1, 2025
	2025	 	Twenty
    thousand dollars ($20,000)	 	Jan.
    1, 2026
	2026	 	Fifty
    thousand dollars ($50,000)	 	Jan.
    1, 2027 
	2027	 	and
    each calendar year thereafter One hundred thousand dollars ($100,000)	 	Jan.
    1, 2028 
	 	 	and each Jan. 1 thereafter.


 


	5.	Prior
    Patent Costs. Licensee will reimburse ULRF the balance of Patent Costs incurred and invoiced prior to the Effective Date,
    which equals the total of any and all Patent Costs incurred and invoiced prior to the Effective Date minus the amount of patent
    costs paid under the Option Agreement. Licensee’s payment of such prior Patent Costs will be due and payable as of the
    Effective Date of this Agreement. 


 


Balance
of Prior Patent Costs:                  $11,610.20


 


Any
Patent Costs incurred prior but invoiced after the Effective Date will be reimbursed to ULRF by Licensee in accordance with Section
9.2 of the Agreement.


 


	6.	Milestone
                                         Payments. Licensee will pay to ULRF the following non-creditable, non-refundable
                                         license milestone payments:



 


To
be paid by Licensee to ULRF for the first Licensed Product:


 


	●	 	Upon first dosing of any Licensed Product to the first subject or patient for the first phase I clinical trial:	 	$	50,000	 
	●	 	Upon first dosing of any Licensed Product to the first subject or patient for the first phase II clinical trial:	 	$	100,000	 
	●	 	Upon first dosing of any Licensed Product to the first subject or patient for the first phase III clinical trial:	 	$	150,000	 
	●	 	Market approval*:	 	$	300,000	 
	●	 	Achieving $500,000,000 in sales of Licensed Product:	 	$	5,000,000	 



 


*Market
approval is regulatory approval by a major regulatory entity in major territory, such as the U.S. or Europe.


 


Payment
for the above milestones shall be paid within thirty (30) days from the date that specific milestone occurs. None of the milestone
payments are payable more than one-time-only.


 




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EXHIBIT
C – DILIGENCE MILESTONES


NOTICE


 


THIS
EXHIBIT C CONTAINS COMMERCIAL AND PROPRIETARY INFORMATION DEEMED BUSINESS SENSITIVE AND CONFIDENTIAL. THE PARTIES AGREE NOT TO
DISCLOSE THE TERMS OF THIS EXHIBIT TO ANY THIRD PARTY WITHOUT THE WRITTEN CONSENT OF THE OTHER PARTY, EXCEPT AS NECESSARY TO ENABLE
THE PARTIES TO PERFORM UNDER THIS AGREEMENT OR AS MAY BE REQUIRED AND CONTEMPLATED IN ARTICLE 13 HEREOF.


 


Non-Fee-Based,
Diligence Milestones: If Licensee fails to meet a diligence milestone by the milestone due date, Licensee may request
an extension or modification of the diligence milestone, and ULRF will consider a reasonable extension or modification provided
that Licensee demonstrates that it has diligently, vigorously and in good faith made progress in the applicable milestone.


 


	 	●	One
    month after the Effective Date: Parties will agree on a Licensed Product development plan. Upon completion of this development
    plan, the Parties mutually agree to review and revise as appropriate the following diligence milestones so that they are aligned
    with the development plan.
	 	 	 
	 	●	Each
    License Year: At least $250,000 in aggregate direct expenditures towards development of Licensed Products, either through
    a sponsored research agreement with ULRF and/or at Qualigen and/or by Qualigen subcontractors supporting the same until a
    Licensed Product has obtained a major market regulatory approval.
	 	 	 
	 	●	July
    31, 2021: Identification of at least one Licensed Product lead compound, including in vitro and in vivo validation studies
    for the lead compound.
	 	 	 
	 	●	November
    1, 2021: Successful completion of animals studies on at least one Licensed Product lead compound that are necessary for
    regulatory submission.
	 	 	 
	 	●	June
    1, 2022: Completed filing of an Investigational New Drug application for a Licensed Product.
	 	 	 
	 	●	July
    31, 2022: Licensee to have obtained or retained sufficient funding for Phase I clinical trial.
	 	 	 
	 	●	November
    1, 2022: Dosing of first patient in Phase I clinical trial for a Licensed Product.
	 	 	 
	 	●	November
    1, 2023: Dosing of first patient in Phase II clinical trial for a Licensed Product.


 




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	 	●	[Date
    to be determined in the future by the Parties after good faith discussions in light of the actual results of the Phase II
    clinical trial, the perceived necessity for a Phase III clinical trial, the regulatory pathway toward any necessary Phase
    III clinical trial and the expected duration of any necessary Phase III clinical trial]: Regulatory submission.
	 	 	 
	 	●	[Date
    to be determined in the future by the Parties after good faith discussions in light of the actual results of the Phase II
    clinical trial, the perceived necessity for a Phase III clinical trial, the regulatory pathway toward any necessary Phase
    III clinical trial, the expected duration of any necessary Phase III clinical trial and the expected timeline (under the circumstances)
    from the end of such Phase III clinical trial to regulatory approval]: Date of first commercial sale.
	 	 	 
	 	●	Following
    the first commercial sale, Licensee shall use best efforts to fill the market demand for the Licensed Products at all times.


 




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