Exhibit
10.2


 


CONFIDENTIAL


 


LICENSE
AGREEMENT


 


This
License Agreement (“Agreement”), dated as of [, 2018] (the “Effective Date”), is made
by and between, ONCOTELIC INC., a corporation organized and existing under the laws of the State of Delaware having its
principal place of business at 29397 Agoura Rd., Suite 107, Agoura Hills, CA 91301 (“ONCOTELIC”), and
AUTOTELIC BIO., a Korean corporation having its principal place of business at Room #302, 194-41, Osongsaengmyeong 1-ro,
Yeonje-ri, Osong-eup, Heungdeok-gu, Cheongju-si, Chungcheongbuk-do, Republic of Korea (“ATB”).


 


RECITALS


 


Whereas,
ONCOTELIC is engaged in the development and commercialization of novel oncology therapeutics for various types of cancer;


 


Whereas,
ATB is engaged in the research and development, and commercialization of novel therapeutics in various therapeutic areas of unmet
medical needs, including oncology;


 


Whereas,
ONCOTELIC owns or otherwise controls patents, patent applications, know-how and other information relating to Trabedersen (OT-101),
a TGF-beta2 antisense oligonucleotide program as listed in Exhibit A;


 


Whereas,
ATB and ONCOTELIC have mutual interest in developing and commercializing a combination therapy which includes Trabedersen and
another oncology therapeutic with a different mechanism of action such as Interleukin-2 (IL-2);


 


Whereas,
ATB and ONCOTELIC have signed a Term Sheet Agreement (Term Sheet) containing high level terms pertinent to this Agreement, with
an Effective Date of January 25, 2018, and the Termination Date of January 25, 2019;


 


Whereas,
ATB desires to obtain, and ONCOTELIC is willing to grant to ATB, an exclusive license under the ONCOTELIC Technology to develop,
make, have made, use, sell, offer for sale, import and export the Product in the Field, in the Territory, on the terms and subject
to the conditions set forth herein; and


 


Now,
Therefore, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:


 





Article
1

DEFINITIONS


 


Unless
specifically set forth to the contrary herein, the following terms shall have the respective meanings set forth below:


 


1.1
“Accounting Standards” shall mean (a) U.S. generally accepted accounting principles or (b) international
financial reporting standards; in either case, consistently applied throughout the organization of a Party.


 



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1.2
“Act” shall mean, as applicable, the United States Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§301
et seq., and/or the Public Health Service Act, 42 U.S.C. §§262 et seq., as such may be amended from time to time.


 


1.3
“Administrator” shall have the meaning provided in Section 11.2(a).


 


1.4
“Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly controls,
is controlled by or is under common control with such Person. A Person shall be deemed to control another Person if such Person
possesses the power to direct or cause the direction of the management, business and policies of such Person, whether through
the ownership of fifty percent (50%) or more of the voting securities of such Person, by contract or otherwise. For clarity, once
a Person ceases to be an Affiliate of a Party then without any further action, such Person shall cease to have any rights under
this Agreement by reason of being an Affiliate of such Party.


 


1.5
“Applicable Laws” shall mean the applicable laws of any jurisdiction which are applicable to any of the
Parties or their respective Affiliates in carrying out activities hereunder or to which any of the Parties or their respective
Affiliates in carrying out the activities hereunder is subject, and shall include all statutes, enactments, acts of legislature,
laws, ordinances, rules, regulations, notifications, guidelines, policies, directions, directives and orders of any statutory
authority, tribunal, board, or court or any central or state government or local authority or other governmental entity in such
jurisdictions.


 


1.6
“ATB Indemnitees” shall have the meaning provided in Section 10.2.


 


1.7
“ATB Know-How” shall mean all Know-How Controlled by ATB or its Affiliates as of the Execution Date or
any time during the Term, including all Know-How developed or generated by or on behalf of ATB or any of its Affiliates in the
course of conducting research, development, manufacturing, research, development, importation, exportation, sale, regulatory or
commercialization activities contemplated by this Agreement.


 


1.8
“ATB Patent Rights” shall mean all Patent Rights Controlled by ATB or its Affiliates as of the Execution
Date or any time during the Term that claim or cover the composition of matter, manufacture or use of the Molecule and/or Product.
The ATB Patent Rights shall include ATB’s (and its Affiliates’) rights in Joint Patent Rights.


 


1.9
“ATB Technology” shall mean ATB Patent Rights and ATB Know-How


 


1.10
“Bankruptcy Laws” shall have the meaning provided in Section 12.1.


 


1.11
“Calendar Year” shall mean the period from January 1 of a year through the end of December 31 of the same
year.


 




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1.12
“CGMP” shall mean the Current Good Manufacturing Practice regulations enforced by the US Food and Drug Administration
(FDA) as described in 21 C.F.R. § 210 and § 211, as amended from time to time.


 


1.13
“Change of Control” means, with respect to a Party: (a) a merger, reorganization or consolidation involving
such Party, or any parent company of such Party and a Third Party in which the voting securities of such Party or its parent company,
as applicable, outstanding immediately prior thereto cease to represent more than fifty percent (50%) of the combined voting power
of the surviving entity immediately after such merger, reorganization or consolidation or (b) a Person, or group of Persons (acting
in concert), directly or indirectly, become the beneficial owner (as defined in Rule 13d-3 under the U.S. Securities Exchange
Act of 1934, as amended) of more than fifty percent (50%) of the voting equity securities or management control of such Party
or any parent company of such Party.


 


1.14
“Claim” shall have the meaning provided in Section 10.1.


 


1.15
 “Commercially Reasonable Efforts” shall mean, with respect to the efforts to be expended by a Party with
respect to any objective, the level of reasonable, diligent, good faith efforts that biopharmaceutical companies typically devote
to products owned by them that are at a similar stage in their development or product life and are of similar market potential
taking into account efficacy, safety, approved labeling, the competitiveness of alternative products in the marketplace, the patent
and other proprietary position of the product, the likelihood of regulatory approval, the profitability of the product, and other
relevant factors. As used in this Section 1.15, “biopharmaceutical companies” shall mean companies in the biopharmaceutical
industry of a size and stage of development similar to that of such Party, including having human pharmaceutical product candidates
or products in a similar stage of development to the Molecule. Commercially Reasonable Efforts shall be determined on a market-by-market
and Product-by-Product basis, and it is anticipated that the level of effort will be different for different markets, and will
change over time, reflecting changes in the status of the Product and the market(s) involved.


 


1.16
“Confidential Information” shall have the meaning provided in Section 6.2.


 


1.17
“Control”, “Controls” or “Controlled by” shall mean, with respect
to any Patent Rights, Information, Know How or other intellectual property rights, the possession by a Person of the ability (whether
by ownership, license or other right, other than pursuant to a license granted under this Agreement) to grant access to,
or a license or sublicense of, or a covenant not to sue, as applicable, to or under such Patent Rights, Know-How, Information
or other intellectual property rights without violating the terms of any agreement or other arrangement with any other Person,
or being obligated to pay any royalties or other consideration therefor in existence as of the time such Party or Affiliates would
first be required hereunder to grant the other Party such license or access.


 


1.18
“Cover” means (a) with respect to Know-How, such Know-How was used in the exploitation of the Product,
and (b) with respect to a Patent Right, a Valid Patent Claim would (absent a license thereunder or ownership thereof) be Infringed
by the exploitation of the Product; cognates of the word “Cover” shall have correlative meanings.


 




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1.19
“Data” means any and all scientific, technical or test data pertaining to the Molecule or Product that
is generated under this Agreement, including research data, clinical pharmacology data, CMC data (including analytical and quality
control data and stability data), preclinical data, clinical data or regulatory data including but not limited to, submissions
made in association with an IND, NDA or MAA with respect to the Molecule or Product.


 


1.20
“Develop” or “Development” means all activities that relate to the development of the Molecules
and Product or to (a) obtaining, maintaining or expanding regulatory approval of a Product, or (b) developing the ability to manufacture
clinical and commercial quantities of a Molecule or Product. This includes: (i) preclinical testing, toxicology, and clinical
trials; (ii) preparation, submission, review, and development of data or information for the purpose of submission to a Regulatory
Authority to obtain, maintain or expand regulatory approval of a Product; and (iii) manufacturing process development and scale-up,
bulk production and fill/finish work associated with the supply of a Product for preclinical testing and clinical trials, and
related quality assurance and technical support activities.


 


1.21
“EMA” shall mean the European Medicines Agency or any successor entity thereto.


 


1.22
“Export Control Laws” shall mean all applicable U.S. laws and regulations relating to (a) sanctions and
embargoes imposed by the Office of Foreign Assets Control of the U.S. Department of Treasury or (b) the export or re-export of
commodities, technologies, or services, including, but not limited to, the Export Administration Act of 1979, 24 U.S.C. §§2401-2420,
the International Emergency Economic Powers Act, 50 U.S.C. §§1701-1706, the Trading with the Enemy Act, 50 U.S.C. §§1
et. seq., the Arms Export Control Act, 22 U.S.C. §§2778 and 2779, and the International Boycott Provisions of Section
999 of the U.S. Internal Revenue Code of 1986 (as amended).


 


1.23
“FCPA” shall mean the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§78dd-1, et. seq.) as amended.


 


1.24
“FDA” shall mean the U.S. Food and Drug Administration and any successor entity thereto.


 


1.25
“Field” shall mean all oncological uses of the Product for the treatment, palliation or prevention,
in humans.


 


1.26
“First Commercial Sale” shall mean, with respect to a given Product in a given country, the first commercial
transfer or disposition for value of such Product by ATB to a Third Party for end use or consumption of such Product in such country
after receipt of Regulatory Approval for such Product in such country, excluding, however, transfers or dispositions of Product,
without consideration: (i) in connection with patient assistance programs; (ii) for charitable or promotional purposes; (iii)
for preclinical, clinical, regulatory or governmental purposes or under so-called “named patient” or other limited
access programs; or (iv) for use in any tests or studies reasonably necessary to comply with Applicable Law, regulation or request
by a Regulatory Authority. For clarity, First Commercial Sale shall be determined on a Product-by-Product and country-by-country
basis.


 




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1.27
 “GCP” shall mean the then current “good clinical practices” as such term is defined from time
to time by the FDA, EMA or other Regulatory Authority of competent jurisdiction pursuant to its regulations, guidelines or otherwise,
as applicable.


 


1.28
“GLP” shall mean the then current “good laboratory practices” as such term is defined from
time to time by the FDA, EMA or other Regulatory Authority of competent jurisdiction pursuant to its regulations, guidelines or
otherwise, as applicable.


 


1.29
“GMP” shall mean the then current “good manufacturing practices” as such term is defined from
time to time by the FDA, EMA or other Regulatory Authority of competent jurisdiction pursuant to its regulations, guidelines or
otherwise, as applicable.


 


1.30
“Gross Profit from Sub-Licensing” shall have the meaning provided in Section 4.6.


 


1.31
“Gross Sales” shall mean the gross amounts invoiced for sales or other dispositions of Products by ATB
to Third Parties


 


1.32
“ICH” means the International Conference on Harmonisation of Technical Requirements for Registration of
Pharmaceuticals for Human Use.


 


1.33
“IND” shall mean an investigational new drug application, clinical study application, clinical trial exemption,
or similar application or submission for approval to conduct human clinical investigations filed with or submitted to a Regulatory
Authority in conformance with the requirements of such Regulatory Authority, including any such application filed with the FDA
pursuant to 21 CFR Part 312.


 


1.34
“Indemnified Party” shall have the meaning provided in Section 10.3.


 


1.35
“Indemnifying Party” shall have the meaning provided in Section 10.3.


 


1.36
“Indication” shall mean a separate and distinct disease or medical condition in humans or animals and potential
preventative, diagnostic, therapeutic and other uses: (a) which a Product is intended to treat or prevent, as evidenced by the
protocol for a clinical trial of such Product or by the proposed Product labeling in an NDA filed with a Regulatory Authority
for such Product; or (b) which is contained in a Product’s labeling approved by a Regulatory Authority as part of the Marketing
Approval for such Product.


 


1.37
“Information” shall mean any and all proprietary data, information, materials and know-how (whether patentable
or not) that are not in the public domain, including, but not limited to, (a) ideas, discoveries, inventions, improvements, technology
or trade secrets, (b) pharmaceutical, chemical and biological materials, products, components or compositions, (c) methods, procedures,
formulas, processes, tests, assays, techniques, regulatory requirements and strategies, (d) biological, chemical, pharmacological,
toxicological, pharmaceutical, physical and analytical, clinical, safety, manufacturing and quality control data and information
related thereto, (e) technical and non-technical data and other information related to the foregoing, and (f) drawings, plans,
designs, diagrams, sketches, specifications or other documents containing or relating to such information or materials.


 




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1.38
“Infringe” or “Infringement” means any infringement as determined by Applicable Law,
including, but not limited to, direct infringement, contributory infringement or any inducement to infringe.


 


1.39
“Invention” shall mean any invention, whether or not patentable, made in the course and as a result of
the conduct of the activities contemplated by this Agreement.


 


1.40
“Joint Inventions” shall have the meaning provided in Section 8.1.


 


1.41
“Joint Patent Rights” shall have the meaning provided in Section 8.1.


 


1.42
“Know-How” shall mean any and all Information related to a Product or any active ingredient contained in
a Product, or any general knowledge and understanding of chemistry, formulation, blending, scaling manufacturing, etc., including
all technical information, know-how and data, including inventions (whether patentable or not), discoveries, trade secrets, specifications,
instructions, processes, formulae, materials, expertise and other technology applicable to compounds, molecules, formulations,
compositions, products or to their manufacture, development, registration, use or commercialization or methods of assaying or
testing them or processes for their manufacture, formulations containing them, compositions incorporating or comprising them and
including all biological, chemical, pharmacological, biochemical, toxicological, pharmaceutical, physical and analytical, safety,
quality control, manufacturing, preclinical and clinical data, instructions, processes, formulae, expertise and information, regulatory
filings and copies thereof, relevant to the development, manufacture, use or commercialization of and/or which may be useful in
studying, testing, development, production or formulation of Products, or intermediates for the synthesis of a Product.


 


1.43
“License Grant” shall have the meaning provided in Section 2.1.


 


1.44
“Losses” has the meaning provided in Section 10.1.


 


1.45
“Molecule” shall mean Trabedersen.


 


1.46
“ONCOTELIC Indemnitee” shall have the meaning provided in Section 10.1.


 


1.47
“ONCOTELIC Know-How” shall mean all Know-How Controlled by ONCOTELIC or any of its Affiliates as of the Execution
Date or at any time during the Term.


 


1.48
“ONCOTELIC Patent Rights” shall mean any and all Patent Rights Controlled by ONCOTELIC or any of its Affiliates
as of the Execution Date or at any time during the Term that claim or Cover the Molecule and/or the composition of matter, manufacture,
research, development, importation, exportation, sale or use of the Product. The ONCOTELIC Patent Rights shall include ONCOTELIC’s
(and its Affiliates’) rights in Joint Patent Rights. The ONCOTELIC Patent Rights shall include those listed in Exhibit
A.


 


1.49
“ONCOTELIC Technology” shall mean ONCOTELIC Patent Rights and ONCOTELIC Know-How.


 




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1.50
“Marketing Approval” shall mean all required approvals from the relevant Regulatory Authority in a given
country necessary to market and sell a pharmaceutical product in such country, including, but not limited to, pricing and reimbursement
approvals if required for marketing or sale of such product in such country.


 


1.51
“NDA” shall mean: (a) in the United States, a New Drug Application (as more fully defined in 21 CFR 314.5,
et seq.) filed with the FDA, or any successor application thereto; or (b) in any other country or group of countries, the equivalent
application or submission for approval to market a pharmaceutical product filed with the governing Regulatory Authority in such
country or group of countries.


 


1.52
“Net Profit” shall mean the “Net Sales” less the following deductions actually incurred,
allowed, paid, accrued or otherwise specifically allocated to Products by ATB, all in compliance with applicable Accounting Standards,
consistently applied by the ATB:


 


(a)
all manufacturing costs including direct and indirect costs related to manufacturing of the intermediates, active pharmaceutical
ingredients, excipients, other raw materials, drug products, packaging and labeling;


 


(b)
sales and marketing costs such as promotion events, educational symposiums, marketing events, etc., to increase awareness
of the Products and promote sales of the Products;


 


1.53
“Net Sales” shall mean the “Gross Sales” less the following deductions actually incurred,
allowed, paid, accrued or otherwise specifically allocated to Products by ATB, all in compliance with applicable Accounting Standards,
consistently applied by the ATB:


 


(a)
normal and customary trade discounts, including, but not limited to, trade, cash and quantity discounts or rebates credits
or refunds, actually allowed or taken;


 


(b)
credits or allowances actually granted or made for rejection of or return of previously sold Products, including, but not
limited to, recalls, or for retroactive price reductions and billing errors or for stocking allowances;


 


(c)
governmental and other rebates (or credits or other equivalents thereof) actually granted to managed health care organizations,
commercial insurance companies, pharmacy benefit managers (or equivalents thereof), distributors, national, state/provincial,
local, and other governments, their agencies and purchasers, and reimbursers, or to trade customers;


 


(d)
reasonable fees paid to wholesalers, distributors, selling agents (excluding sales representatives of the ATB), group purchasing
organizations, Third Party payors, other contractees and managed care entities, in each case with respect to the Product;


 


(e)
charges separately invoiced for freight, insurance, transportation, postage and handling;


 


(f)
taxes, custom duties or other governmental charges (including any tax such as a value added or similar tax or government charge
but excluding what is commonly known as income tax) levied on or measured by the billing amount for Products, as adjusted for
rebates and refunds; and to the extent these taxes and charges are included in the gross sales.


 




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For
clarification, transfers or dispositions of Product, without consideration: (A) in connection with patient assistance programs;
(B) for charitable or promotional purposes; (C) for preclinical, clinical, regulatory or governmental purposes or under so-called
“named patient” or other limited access programs; or (D) for use in any tests or studies reasonably necessary to comply
with Applicable Law, regulation or request by a Regulatory Authority, shall not, in each case of (A) through (D), be deemed sales
of such Product for purposes of this definition of “Net Sales.”


 


1.54
“Party” shall mean ATB and ONCOTELIC, individually, and “Parties” shall mean ATB and ONCOTELIC,
collectively.


 


1.55
“Patent Certification” shall have the meaning provided in Section 8.3(a).


 


1.56
“Patent Rights” shall mean (i) patents and patent applications (which for the purposes of this Agreement
shall be deemed to include certificates of invention and applications for certificates of invention), (ii) any and all divisionals,
continuations, continuations-in-part, reissues, renewals, substitutions, registrations, re-examinations, revalidations, extensions,
supplementary protection certificates and the like of any such patents and patent applications, and (iii) any and all foreign
equivalents of the foregoing.


 


1.57
“Person” means any individual, partnership, joint venture, limited liability company, corporation, firm,
trust, association, unincorporated organization, governmental authority or agency, or any other entity not specifically listed
herein.


 


1.58
“Phase I Clinical Trial” means a human clinical trial of a Product, the principal purpose of which is to
evaluate safety in healthy individuals or patients, to determine pharmacokinetic parameters and other key pharmaceutical properties
of the Product (including absorption, metabolism, and elimination), or to determine the appropriate range of doses to evaluate
in further clinical trials, in each case as described in 21 C.F.R. § 312.21(a), as amended from time to time, or the corresponding
foreign regulation. However, Phase I Clinical Trial with oncology Products differ from other Phase I Clinical Trials in that they
are evaluated in patients rather than healthy volunteers the goal of an oncology Phase I Clinical Trial is to find out if a Product
is safe, find the best route to administer the new treatment, and determine if there are signs that cancer responds to the new
Product. An oncology Phase I Clinial Trial usually includes 15 to 30 patients who are divided into small cohorts and the dose
is increased with each new cohort until the best dose for future testing is established.


 


1.59
“Phase Ib Clinical Trial” means an oncology clinical trial of a Product (whether or not denominated a “Phase
IIa” clinical trial under applicable regulations) with the principal purpose of determining if the Product works in
one type of cancer and usually involves dose escalation to test safety of the Product at various dose levels. Upon mutual consensus,
the Parties may negotiate to revise the definition of the Phase Ib (Phase IIa) Clinical Trial during the Term of the Agreement.


 




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1.60
“Phase II Clinical Trial” means a human clinical trial of a Product, the principal purpose of which is to evaluate
the effectiveness and/or safety of such Product in the target patient population, as described in 21 C.F.R. § 312.21(b),
as amended from time to time, or the corresponding foreign regulations. In the field of oncology, Phase II Clinical Trials are
often larger than Phase I Clinical Trial as there may be up to 100 or so patients participating. Sometimes in a Phase II Clinical
Trial, a new Product is compared with another treatment already in use, or with a placebo. Some Phase II Clinial Trials are randomized.


 


1.61
“Pivotal Clinical Trial” means a pivotal human clinical trial of a Product (whether or not denominated a “Phase
III” clinical trial under applicable regulations) with a defined dose or a set of defined doses of such Product designed
to ascertain efficacy and safety of such Product for the purpose of enabling, without the performance of additional human clinical
trials, the preparation and submission of an MAA to the applicable Regulatory Authorities in a country of the Licensed Territory,
as further defined in 21 C.F.R. § 312.21(c) for the U.S., as amended from time to time, or the corresponding foreign regulations.
In the field of oncology, Pivotal (Phase III) Clinical Trials test if a new Product is better than standard treatment and may
include hundreds to thousands of patients around the country or world. The control group receives the standard treatment and the
study group receives the new Product being investigated.


 


1.62
“Product” shall mean the combination of Molecule and Interleukin-2 (IL-2).


 


1.63
“Regulatory Approval” means, with respect to the Molecule and/or Products, any and all approvals, licenses, registrations
or authorizations of any Regulatory Authority that is necessary to Develop, store or handle the Molecule and/or to Develop, store,
handle, Manufacture or Commercialize the Product, including, where applicable, (a) pricing or reimbursement approval, (b) pre-
and post-approval marketing authorizations (including any prerequisite manufacturing approval or authorization related thereto),
(c) labeling approval and (d) technical, medical and scientific licenses.


 


1.64
“Regulatory Authority” shall mean any country, federal, supranational, state or local regulatory agency,
department, bureau or other governmental or regulatory authority having the administrative authority to regulate the development
or marketing of pharmaceutical products in any country or other jurisdiction.


 


1.65
“Regulatory Documentation” shall mean all regulatory applications, registrations, licenses, authorizations
and approvals (including, but not limited to, all INDs, NDAs and Marketing Approvals), all correspondence submitted to or received
from Regulatory Authorities (including, but not limited to, minutes and official contact reports relating to any communications
with any Regulatory Authority), and all reports and documentation in connection with clinical studies and tests (including, but
not limited to, study reports and study protocols, and copies of all interim study analysis), and all data contained in any of
the foregoing, including, but not limited to, all INDs, NDAs, advertising and promotion documents, manufacturing data, drug master
files, clinical data, adverse event files and complaint files, in each case related to the Molecule and/or Product.


 


1.66
“Royalty Term” shall have the meaning provided in Section 4.3.


 




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1.67
“Rules” shall have the meaning provided in Section 11.2(a).


 


1.68
“Sublicensee” shall mean a Third Party sublicensee under the license granted by ONCOTELIC to ATB pursuant
to Section 2.1, whether such Third Party’s sublicense was granted to it directly by ATB or its Affiliate or indirectly through
one or more tiers of sublicense.


 


1.69
“Technical Assistance” shall have the meaning provided in Section 2.3(c).


 


1.70
“Term” shall have the meaning provided in Section 9.1.


 


1.71
“Territory” shall mean the whole world, excluding “Territory-M”


 


1.72
“Territory-M” shall mean the USA and Canada


 


1.73
“Territory New Data” shall mean all technical, chemical, biological, pharmaceutical, pre-clinical, clinical,
bibliographic and marketing data, literature, dossiers, copies of authorizations, samples, documentation and intellectual property
newly generated by ATB and/or Sublicensees in the Territory, on the terms and conditions hereof which relate to the Product.


 


1.74
“Territory-M New Data” shall mean all technical, chemical, biological, pharmaceutical, pre-clinical, clinical,
bibliographic and marketing data, literature, dossiers, copies of authorizations, samples, documentation and intellectual property
newly generated by ONCOTELIC and/or Sublicensees in the Territory-M, on the terms and conditions hereof which relate to the Product.


 


1.75
“Third Party” shall mean a Person other than ATB and its Affiliates, and ONCOTELIC and its Affiliates.


 


1.76
“Third Party Patent Licenses” shall have the meaning provided in Section 4.4.


 


1.77
“Trademark” shall mean any word, name, logo, tagline, slogan, symbol, device, design, color, shape, designation
or any combination thereof, including any trademark, service mark, trade name, brand name, sub-brand name, trade dress, product
configuration rights, program name, delivery form name, certification mark or collective mark, that functions as an identifier
of source, origin or quality, in each case, whether or not registered, and all statutory and common law rights therein and all
registrations and applications therefor, together with all goodwill associated with, or symbolized by, any of the foregoing.


 


1.78
“Valid Patent Claim” shall mean a claim of an issued and unexpired patent included within the ONCOTELIC
Patent Rights, in a country within the Territory that, unless licensed would be infringed by the manufacture, use, importation,
exportation or sale of such Product in such country in the Territory, which claim (i) has not been held invalid or unenforceable
by a decision of a court or other governmental agency of competent jurisdiction, which decision is an unappealable or unappealed
decision within the time allowed for appeal, and which is not lost in an interference proceeding or through disclaimer or otherwise
not admitted to be invalid.


 




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Article
2


LICENSE
GRANT


 


2.1
License Grant. Subject to the terms and conditions of this Agreement, as of the Execution Date, ONCOTELIC hereby grants ATB,
a perpetual exclusive, license (or sublicense, including the right to freely sublicense through multiple tiers of sublicense as
set forth in Section 2.2 and elsewhere in this Agreement, under the ONCOTELIC Patent Rights and the ONCOTELIC Know-How to the
extent specific to the Molecule and the Product, under the ONCOTELIC Know-How that is not specific to the Molecule and the Product;
in each case, to develop, make, have made, use, sell, have sold, offer for sale, market, export, import, and otherwise commercialize
the Product in the Field in the Territory (collectively, the “License Grant”).


 


2.2
Sublicensing.


 


(a)
Right to Sublicense. Subject to Section 2.2(b), ATB shall have the right to grant sublicenses, through multiple tiers of sublicensees,
under the licenses and rights granted in Section 2.1 to any Third Parties.


 


(b)
Sublicense Terms. Any sublicense granted by ATB under this Agreement (directly or indirectly through its Affiliate) to a Third
Party shall be (i) in writing and (ii) subject and subordinate in all respects to, and consistent with, the terms and conditions
of this Agreement. ATB shall be responsible for its Sublicensees and their respective compliance with the relevant obligations
under this Agreement and shall, at its own cost, enforce compliance by Sublicensees with the terms of this Agreement.


 


2.3
Know-How Transfer, Supply Rights, ONCOTELIC Assistance, and Manufacturing Technology Transfer.


 


(a)
Know-How Transfer. Within thirty (30) days after the Execution Date, ONCOTELIC shall transfer to ATB all scientific, mechanism
of action, preclinical, clinical safety, toxicology and other Data within the ONCOTELIC Technology related to the Molecule and
the Product in ONCOTELIC’s possession and that is available in written, graphic, electronic or other tangible form (or true
and complete copies thereof), and to the extent such data exists in electronic form, ONCOTELIC may provide the same to ATB in
electronic form. During the Term, ONCOTELIC shall promptly notify ATB of the development or acquisition of additional ONCOTELIC
Know-How which may be required by ATB to fulfill its development, regulatory and commercial obligations of this Agreement in the
Territory, and shall promptly convey such ONCOTELIC Know-How to ATB.


 


(b)
Supply Rights. ATB shall have the exclusive rights to supply ONCOTELIC with the Molecule or the Product at cost plus 30% markup,
provided however: (i) ATB’s Product has to meet the CGMP standards as described in Section 1.12 required for the marketing
approval in the US and Canada, and (ii) ATB has to abide by ONCOTELIC’s development and commercial timelines.


 


(c)
ONCOTELIC Assistance. At ATB’s request, ONCOTELIC shall provide reasonable technical assistance and regulatory consultation
to ATB, its Sublicensee or CMO, in the preparation of CGMP audit or certification by the FDA, with a mutual goal to obtain marketing
approval of the Product in Territory-M with the drug product supplied by ATB.


 




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(d)
Manufacturing Technology Transfer. If ATB is unable to supply the Molecule or the Product manufactured under the CGMP standard
within ninety (90) days after ONCOTELIC notifies ATB that it wishes to purchase such Product from ATB, then ONCOTELIC shall have
the right to manufacture the Molecule or the Product at any CGMP manufacturing site of its choice, and ATB’s Supply Rights
provided in Section 2.3(b) shall convert to a non-exclusive rights. Upon conversion of Supply Rights from exclusive to non-exclusive,
ATB shall be required to initiate the manufacturing technology transfer (including from its Third Party contract manufacturers)
to ONCOTELIC or a Third Party manufacturer designated by ONCOTELIC. ATB shall be required to initiate the manufacturing technology
transfer process within thirty (30) days of termination of Section 2.3(b). Copies of all ATB Know-How that is available in written,
graphic, electronic or other tangible form (and to the extent such Know-How exists in electronic form, ATB may provide the same
to ONCOTELIC in electronic form) and related to the manufacture of the Molecule or the Product in ATB’s possession and Control,
in order to enable ONCOTELIC (or its designee) to manufacture the Molecule or the Product for use in the Territory-M using the
process employed by or on behalf of ATB to manufacture the Molecule or the Product. In addition, ATB shall provide ONCOTELIC with
an introduction to ATB’s Third Party contract manufacturer(s) for the Molecule or the Product.


 


Article
3





RESEARCH,
DEVELOPMENT, REGULATORY ACTITIVES AND COMMERCIALIZATION


 


3.1
Research.


 


(a)
by ATB.


 


ATB
shall be solely resopnsbile, at its own expense, to perform in vivo combination efficacy studies with Trabedersen and various
immuno therapies including IL-2 and others, using a global CRO or a local CRO with equivalent quality. ATB shall be allowed to
perform the efficacy studies until January 25, 2019 (“Research Deadline”).


 


(b)
by ATB and ONCOTELIC.


 


ATB
shall use commercially reasonable efforts to complete the research activities described in Section 3.1(a) prior to the Research
Deadline. Should the outcome of the in vivo combination efficacy studies determined to be positive, both Parties may mutually
identify additional combination partner(s) for Trabedersen and negotiate in good faith to expand the scope of this Agreement in
a separate agreement.


 




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3.2
Development, Regulatory Activities and Commercialization.


 


(a)
by ATB. 


 


 


ATB
shall be solely responsible, at its own expense, for, and shall control all aspects of Development (including, but not limited
to, pre-clinical and clinical development), manufacture, registration and commercialization (including, but not limited to, marketing,
promoting, selling, distributing and determining pricing for), and generation of the Territory New Data for the Product in the
Field in the Territory. Without limiting the generality of the foregoing, ATB shall be solely responsible for preparing and submitting
all required regulatory filings in connection with obtaining and maintaining Marketing Approvals with respect to Product in the
Field in the Territory, including all INDs, NDAs, MAs, at ATB’s sole expense. All of such submissions and other regulatory
filings relating to Product in the Field shall be submitted in the name of, and owned by, ATB.


 


ATB
shall use Commercially Reasonable Efforts to make appropriate investment in the manufacturing process optimization and manufacturing
clinical sample of Molecule, in the Territory.


 


ATB
shall use Commercially Reasonable Efforts to conduct the Phase I and Phase Ib (IIa) Clinical Trials at its own cost and complete
further Development, seek Marketing Approval for, and commercialize the Product in the Territory, either independently or through
Sublicensee(s).


 


ATB
shall use Commercially Reasonable Efforts to Develop the Product in the Territory, alone or with or through one (1) or more Affiliates
or Sublicensees; provided, however, if ATB fails to conduct any meaningful development activities for the Molecule or the Product
over a period of six (6) continuous months, then such failure shall be deemed to be a failure to meet the diligence obligations
set forth in this Section and a material breach of a material provision of this Agreement, and ONCOTELIC shall have the right
to terminate this Agreement in accordance with Section 9.2 (Termination by Either Party for Material Breach) below. Meaningful
development activities include, without limitation, (a) planning, preparing for the conduct of (including drafting protocols and
negotiating with clinical research organization and clinical trial sites) and writing study reports for clinical trials and (b)
conducting regulatory affairs, including planning for and attending regulatory meetings, preparing Regulatory Filings and addressing
issues raised by Regulatory Authorities; provided, however, if ATB has failed to submit to or discuss with a Regulatory Authority
a Regulatory Filing that includes ATB’s proposed protocol for the then subsequent clinical trial within twelve (12) months
after the last patient out (LPO) of each Phase I Clinical Trial and Phase Ib Clinical Trial (excluding a Phase II Clinical Trial
that is a Pivotal Clinical Trial or that is otherwise the final clinical trial before submission of an MAA for a Product) conducted
by ATB, then ATB shall be deemed to be in material breach of its diligence obligations hereunder, and ONCOTELIC shall have the
right to terminate this Agreement in accordance with Section 9.2 (Termination by Either Party for Material Breach) below; provided
that such twelve (12)-month period will be extended automatically by the amount of any delay resulting from (i) clinical or regulatory
delays that are outside of ATB’s reasonable control, including requests or requirements of a Regulatory Authority beyond
what would be reasonably anticipated, (ii) development or regulatory delays that are outside of ATB’s reasonable control
attributable to insufficient data package related to CMC, received from ONCOTELIC, and any delays related to Section 2.3a (Know-How
Transfer) and 2.3c (ONCOTELIC Assistance), or (iii) delays in manufacturing needed quantities of the Molecule or Product that
are outside of ATB’s reasonable control.


 




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ATB
shall use Commercially Reasonable Efforts to achieve the Sales Forecast in the Territory, as set forth in Exhibit B.


 


(b)
by ONCOTELIC.


 


ONCOTELIC
shall be solely responsible, at its own expense, for, and shall control all aspects of Development (including, but not limited
to, pre-clinical and clinical development), manufacture, registration and commercialization (including, but not limited to, marketing,
promoting, selling, distributing and determining pricing for), and generation of the Territory-M New Data for the Product in the
Field in the Territory-M.


 


3.3
Access to Data.


 


(a)
by ATB.


 


On
an annual basis after the Effective Date, ATB shall provide ONCOTELIC with copies of or access to all Territory New Data not previously
provided to ONCOTELIC and ONCOTELIC shall have the right to but not obligation, to use the Territory New Data as necessary to
incorporate it into ONCOTELIC’s Development plan and to seek to obtain and maintain Regulatory Approval for Products in
Territory-M, including the right to but not obligation, to incorporate Territory New Data in Regulatory Filings with Regulatory
Authorities in Territory-M and to cross-reference Regulatory Filings Controlled by ATB in the Territory, in each case for the
purpose of obtaining and maintaining Regulatory Approval for Products in Territory-M, and otherwise to exercise its rights or
fulfill its obligations under this Agreement. If ONCOTELIC uses any portion of the Territory New Data for Development and/or Regulatory
Filings/Approval in the Territory-M, then ONCOTELIC shall be obligated to pay Royalties to ATB, pursuant to Section 4.2(c).


 


(b)
by ONCOTELIC.


 


On
an annual basis after the Effective Date, ONCOTELIC shall provide ATB with copies of or access to all Territory-M New Data not
previously provided to ATB and ATB shall have the right to but not obligation, to use the Territory-M New Data as necessary to
incorporate it into ATB’s Development plan and to seek to obtain and maintain Regulatory Approval for Products in Territory,
including the right to but not obligation, to incorporate Territory-M New Data in Regulatory Filings with Regulatory Authorities
in Territory and to cross-reference Regulatory Filings Controlled by ONCOTELIC in the Territory-M, in each case for the purpose
of obtaining and maintaining Regulatory Approval for Products in Territory, and otherwise to exercise its rights or fulfill its
obligations under this Agreement. Without limiting foregoing, if ATB uses the Phase III portion of the Territory-M New Data for
Development and/or Regulatory Filings/Approval in the Territory, then ATB shall be obligated to pay a higher percentage Royalties
to ONCOTELIC, pursuant to Section 4.2(b).


 




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3.4
Access to Sublicensee Data.


 


(a)
by ATB.


 


In
the event that ATB enters into an agreement with a Sublicensee in accordance with Section 2.2 above, if such Sublicensee is involved
in generation of Territory New Data, ATB shall ensure such Sublicensee allow ATB to provide ONCOTELIC access to, and the right
to use, all such Data generated by such Sublicensee, to the extent that such Data is reasonably necessary or useful for Development
or Commercialization of the Product in the Field in the Territory-M, including preparation and filing of MAAs for a Product with
the applicable Regulatory Authorities in the Territory-M, in accordance with this Agreement; provided that ATB shall require each
Sublicensee to allow ATB to provide to ONCOTELIC access and the right to use all Data related to the Molecule and the Product
that is (i) Safety Data or (ii) otherwise necessary to be provided to any Regulatory Authority in the Territory-M in connection
with the Development and Commercialization of the Product in the Field in the Territory-M. ONCOTELIC shall ensure that each of
its Affiliates and licensees allows ONCOTELIC to provide ATB access to and the right to use all Data generated by such Affiliate
or licensee, and ATB shall have the right to but not obligation, to use such Data to the extent permitted under this Agreement,
including the right to incorporate all Data into any Regulatory Filings for a Product in the Territory. For avoidance of doubt,
both ATB and ONCOTELIC shall have the right to access but not obligation to use, the Territory-M New Data and Territory New Data,
for Development and/or Regulatory Filings/Approval in the Territory and Territory-M, respectfully.


 


(b)
by ONCOTELIC.


 


In
the event that ONCOTELIC enters into an agreement with a Sublicensee, if such Sublicensee is involved in generation of Territory-M
New Data, ONCOTELIC shall ensure that such Sublicensee allow ONCOTELIC to provide ATB access to, and the right to use, all such
Data generated by such Sublicensee, to the extent that such Data is reasonably necessary or useful for Development or Commercialization
of the Product in the Field in the Territory, including preparation and filing of MAAs for a Product with the applicable Regulatory
Authorities in the Territory, in accordance with this Agreement; provided that ONCOTELIC shall require each Sublicensee to allow
ONCOTELIC to provide to ATB access and the right to use all Data related to the Molecule and the Product that is (i) Safety Data
or (ii) otherwise necessary to be provided to any Regulatory Authority in the Territory in connection with the Development and
Commercialization of the Product in the Field in the Territory. ATB shall ensure that each of its Affiliates and licensees allows
ATB to provide ONCOTELIC access to and the right to, use all Data generated by such Affiliate or licensee, and ONCOTELIC shall
have the right to but not obligation to use such Data to the extent permitted under this Agreement, including the right to incorporate
all Data into any Regulatory Filings for a Product in the Territory-M. For avoidance of doubt, both ONCOTELIC and ATB shall have
the right to access but not obligation to use, the Territory New Data and Territory-M New Data, for Development and/or Regulatory
Filings/Approval in the Territory-M and Territory, respectfully.


 


3.5
Diligence. ATB shall use Commercially Reasonable Efforts to Develop, seek Marketing Approval for, and commercialize the Products
in the Territory. Without limiting the foregoing, ATB shall first use Commercially Reasonable Efforts to develop, seek Marketing
Approval, and commercialize at least one Product for at least one Indication in the Field in the Territory.


 




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3.6
Records.
ATB shall maintain, or cause to be maintained, complete and accurate records of all Development work conducted by or on behalf
of ATB with respect to Product, including all results, data, inventions and developments made in the performance of such Development
work. All such records maintained shall be in sufficient detail and in good scientific manner appropriate for patent and regulatory
purposes, and all such records shall be ATB’s Information and ATB shall retain all intellectual property and ownership rights
of every kind and nature in such records. ATB shall provide ONCOTELIC access to such records upon
ONCOTELIC’s reasonable request.


 


3.7
Meetings. Prior
to initiation of the first Pivotal Clinical Trial of a Product, the Parties shall, at ONCOTELIC’s written request but no
more than annually, hold periodic meetings (by telephone or videoconference unless otherwise agreed) at which qualified representatives
of ATB responsible for Product development will notify ONCOTELIC, and respond to ONCOTELIC’s reasonable questions regarding,
the progress and results of ATB’s Product development and registration efforts.


 


3.8
Compliance with Applicable Laws.
ATB shall conduct, all Development, regulatory, manufacturing and commercialization activities with respect to the Molecule and
the Product in the Territory in compliance with all Applicable Laws and, as applicable, GLP, GCP and/or GMP/CGMP. ONCOTELIC shall
comply with all Applicable Laws having jurisdiction over the performance of this Agreement with respect to any activities it performs
hereunder.


 


Article
4


PAYMENTS


 


4.1
Milestone Payments.


 


	 	(a)	In
    consideration for the rights and licenses granted to ATB hereunder, ATB within sixty (60) days from the sucessful completion
    of the in vivo efficacy studies pursuant to Section 3.1(a), shall pay ONCOTELIC, five hundred thousand dollars (USD
    500,000) in cash. 
	 	 	 
	 	(b)	ATB
    shall pay ONCOTELIC, five hundred thousand dollars (USD 500,000) in cash within sixty (60) days from ONCOTELIC’s completion
    of both events set forth in Section 2.3(a) (Know-How Transfer) and 2.3(c) (ONCOTELIC Assistance).
	 	 	 
	 	(c)	ATB
    shall pay ONCOTELIC, one million dollars (USD 1,000,000) in cash within sixty (60) days from receiving Marketing Approval
    of the Product in any of the following countries: Japan, China, Brazil, Mexico, Russia and Korea. 
	 	 	 
	 	(d)	ATB
    shall pay ONCOTELIC, two million dollars (USD 2,000,000) in cash within sixty (60) days from receiving Marketing Approval
    of the Product in any of the following countries: Germany, France, Spain, Italy and UK.


 




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4.2
Royalties.


 


(a)
by ATB, for sales in the Territory, without
using Phase III data from Territory-M for Development and regulatory purposes in the Territory.


 


(i)
ATB shall pay royalties to ONCOTELIC on its
Net Sales at the applicable rate set forth below:


 





	Royalty Rate	3% of Net Sales


 


(ii)
In case ATB does not sub-license the Product
to sub-licensee(s) during the Term of the Agreement and sells the Product on its own, then ATB shall pay
royalties to ONCOTELIC on its Net Profit at the applicable rate set forth below:


 





	Royalty Rate	5% of Net Profit


 


(b)
by ATB, for sales in the Territory, using
Phase III data from Territory-M for Development and regulatory purposes in the Territory.


 


(i)
ATB shall pay royalties to ONCOTELIC on its
Net Sales at the applicable rate set forth below:


 


	Royalty Rate	6% of Net Sales



 


(ii)
In case ATB does not sub-license the Product
to sub-licensee(s) during the Term of the Agreement and sells the Product on its own, then ATB shall pay
royalties to ONCOTELIC on its Net Profit at the applicable rate set forth below:


 





	Royalty Rate	8% of Net Profit


 


(c)
by ONCOTELIC, for sales in the Territory-M,
using Territory New Data for Development and regulatory purposes in the Territory-M.


 


In
case ATB is able to satisfy the conditions described in Section 2.3(b) (Supply Rights) and ONCOTELIC uses Territory New Data for
development and regulatory purposes in the Territory-M, then ONCOTELIC shall pay royalties to
ATB on its Net Sales at the applicable rate set forth below:


 





	Royalty Rate	3% of Net Sales


 


4.3
Royalty Term.
Royalties under Section 4.2 shall be payable on a annual
basis due within sixty (60) days after the
end of each Calendar Year for aggregate Net Sales or Net Profit in all countries for all
markets for all indications, for ten (10) years from the First Commercial Sale on a Product-by-Product and country-by-country
basis (the “Royalty Term”). Upon expiration of the Royalty Term for a Product in a country, ATB’s license
under Section 2.1 with respect to such Product in such country shall become fully-paid and irrevocable and ATB’s obligation
to pay royalties to ONCOTELIC shall cease. Upon expiration of the Royalty Term for a Product in a country, ONCOTELIC’s obligation
to pay royalties to ATB shall cease, should ONCOTELIC become obligated to pay royalties to ATB pursuant to Sections 3.3(a) and
4.2(c).


 




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4.4
Profit Sharing.
On a Product-by-Product and country-by-country basis, during the Royalty Term, for a Product in a country, should ATB engage in
any sub-licensing transaction(s), then ATB and ONCOTELIC shall equally share ATB’s Gross Profit from Sub-Licensing.
Gross Profit from Sublicensing shall mean all revenues ATB receives from its Sublicensee(s) which includes any upfront payments,
development and regulatory milestone payments, sales milestone payments and royalty payments, minus Development costs incurred
by ATB. Development costs shall include but not limited to non-clinical and clinical development costs, CMC (chemistry, manufacturing
and control) costs and costs related to regulatory affairs. For avoidance of doubt, all financial investments obtained by ATB
shall be excluded from the calculation of the Gross Profit from Sub-Licensing and these may include but not limited to issuance
of ATB stocks, convertible bonds and any other financial instruments that are typically utilized by private and/or public companies
from Korean biotech and pharmaceutical sector such as ATB. Additionally, all milestone payments due to ONCOTELIC pursuant to Section
4.1, shall be excluded from the calculation of the Gross Profit from Sublicensing.


 


Article
5


PAYMENT;
RECORDS; AUDITS


 


5.1
Payment; Reports.


 


(a)
Royalties under Section 4.2 shall be calculated
and reported to ONCOTELIC each Calendar Year by ATB during the Royalty Term and shall be
paid sixty (60) days after the end of each Calendar Year. Each payment of royalties shall
be accompanied by a report of Net Sales or Net Profit of Products in U.S. dollars by ATB
in sufficient detail to permit confirmation of the accuracy of the payment made, including Gross Sales and Net Profit of Products
on a Product-by-Product and country-by-country basis, the deductions from Gross Sales, details of any royalty credits taken pursuant
to Section 4.4 on a Third Party Patent License-by-Third Party Patent License basis, any
applicable reductions or adjustments made pursuant to Section 4.5, the applicable royalty rate,
the royalty payable, the methods used to calculate the royalty rate and the exchange rates
used.


 


(b)
Royalties under Section 4.2 shall be calculated
and reported to ATB each Calendar Year by ONCOTELIC during the Royalty Term and shall be
paid sixty (60) days after the end of each Calendar Year. Each payment of royalties shall
be accompanied by a report of Net Sales of Products in U.S. dollars by ONCOTELIC in sufficient
detail to permit confirmation of the accuracy of the payment made, including Net Sales of Products on a Product-by-Product and
country-by-country basis, the applicable royalty rate, the royalty payable, the
methods used to calculate the royalty rate and the exchange rates used.


 


5.2
Exchange Rate; Manner and Place of Payment.
All payment amounts in this Agreement are expressed in U.S. dollars, and all payments hereunder shall be payable in U.S. dollars.
When conversion of payments from any foreign currency is required, such conversion shall be calculated using an exchange rate
equal to the average of the interbank rates of exchange for such currency as reported at www.OANDA.com during the year, up to
that point, for which payment is due. All payments owed under this Agreement shall be made by wire transfer in immediately available
funds to the bank and account designated by the receiving Party.


 




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5.3
Income Tax Withholding.


 


(a)
ONCOTELIC represents, warrants, and covenants
that ONCOTELIC will pay any and all taxes levied on account of any payments made to it under this Agreement. If any taxes are
required to be withheld by ATB from any payment made to ONCOTELIC under this Agreement, ATB shall (i) deduct such taxes from the
payment made to ONCOTELIC, (ii) timely pay the taxes to the proper taxing authority, (iii) send proof of payment to ONCOTELIC
and certify its receipt by the taxing authority within thirty (30) days following such payment, and (iv) cooperate with ONCOTELIC
in any way reasonably requested by ONCOTELIC, to obtain available reductions, credits or refunds of such taxes. Also, ONCOTELIC
shall cooperate with ATB in any way reasonably requested by ATB, to obtain available reductions, credits or refunds of such taxes.
Without limiting the generality of the foregoing, upon request each Party shall provide the other Party such information in the
Party’s possession as may be reasonably necessary for the Party to obtain the benefit of any present or future treaty against
double taxation which may apply to payments made to ONCOTELIC under this Agreement or any other terms of this Agreement.


 


(b)
ATB represents, warrants, and covenants that
ATB will pay any and all taxes levied on account of any payments made to it under this Agreement. If any taxes are required to
be withheld by ONCOTELIC from any payment made to ATB under this Agreement, ONCOTELIC shall (i) deduct such taxes from the payment
made to ATB, (ii) timely pay the taxes to the proper taxing authority, (iii) send proof of payment to ATB and certify its receipt
by the taxing authority within thirty (30) days following such payment, and (iv) cooperate with ATB in any way reasonably requested
by ATB, to obtain available reductions, credits or refunds of such taxes. Also, ATB shall cooperate with ONCOTELIC in any way
reasonably requested by ONCOTELIC, to obtain available reductions, credits or refunds of such taxes. Without limiting the generality
of the foregoing, upon request each Party shall provide the other Party such information in the Party’s possession as may
be reasonably necessary for the Party to obtain the benefit of any present or future treaty against double taxation which may
apply to payments made to ATB under this Agreement or any other terms of this Agreement.


 


5.4
Audits.


 


	 	(a)	Records
    Maintenance. The Parties shall keep (and shall cause its Affiliates and Sublicensees to keep) complete and accurate records
    (owned exclusively by Parties) pertaining to the sale or other disposition of Products in sufficient detail to permit each
    other to confirm the accuracy of all royalty payments due hereunder for at least three (3) full Calendar Years following the
    end of the Calendar Year to which they pertain.


 




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	 	(b)	Audit
    Rights. Both Parties shall have the right, once annually, to cause an independent, certified public accountant reasonably
    acceptable to each other to audit such records solely to confirm Net Sales or Net Profit and royalties for a period covering
    not more than the preceding three (3) full Calendar Years. No Calendar Year shall be subject to audit under this section more
    than once. Such audits may be exercised during normal business hours upon reasonable prior written notice of not less than
    thirty (30) days, to the Party being audited (“Audited Party”), in the location where the records are maintained.
    The auditor will execute a reasonable written confidentiality agreement with the Audited Party and will disclose to the Party
    requesting the audit (“Auditing Party”) only such information as is reasonably necessary to provide the
    Auditing Party with information regarding any actual or potential discrepancies between royalty amounts reported and actually
    paid and amounts payable under this Agreement. The auditor will send a copy of the report to Audited Party at the same time
    it is sent to Auditing Party. The report shall be confidential and will be sent to both Parties will include the methodology
    and calculations used to determine the results. Prompt adjustments shall be made by the Parties to reflect the results of
    such audit. The Auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment by Audited
    Party by 10% or more, for any Calendar Year under this Agreement, in which case, the Audited Party shall bear the full cost
    of such audit and shall promptly remit to the Auditing Party the amount of any underpayment. If such audit discloses an overpayment
    by Audited Party, then the Audited Party will deduct the amount of such overpayment from amounts otherwise owed to the Auditing
    Party under this Agreement, or if no payments are owed by the Audited Party to Auditing Party then the Auditing Party shall
    promptly issue a refund to the Audited Party for such overpayment. 


 


5.5
Late Payments.
Any late payment shall accrue interest at a rate of five percent (5%) per annum beginning on the date that the payment is past
due until the date of actual payment; provided, however, that in no event shall such rate exceed the maximum legal annual interest
rate.


 


Article
6


CONFIDENTIALITY
AND PUBLICATION


 


6.1
Confidential Obligations.
Except to the extent expressly authorized by this Agreement, each Party (in such capacity, the “Receiving Party”)
agrees that, during the Term and for five (5) years thereafter, it shall keep confidential and shall not publish or otherwise
disclose to any Third Party, and shall not use for any purpose other than as expressly provided for in this Agreement or any other
written agreement between the Parties, any Confidential Information furnished or made available to it by or on behalf of the other
Party (in such capacity, the “Disclosing Party”). The Parties shall also protect the trade secrets received
from the other Party for so long as they remain trade secrets pursuant to the laws of State of New York. The Receiving Party shall
use at least the same standard of care as it uses to protect proprietary or confidential information of its own (but in no event
less than reasonable care) to ensure that its, and its Affiliates’, employees, agents, consultants and other representatives
do not disclose or make any unauthorized use of the Confidential Information The Receiving Party shall promptly notify the Disclosing
Party upon discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information.


 




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6.2
Confidential Information.
“Confidential Information” means any technical, business or other Information provided by or on behalf of one
Party to the other Party in connection with this Agreement, whether prior to, on or after the Execution Date, including Information
relating to the terms of this Agreement (subject to Section 6.5), information relating to the Molecule or the Product (including
Regulatory Documentation), any exploitation of the Molecule or the Product, any Know-How with respect thereto developed by or
on behalf of the Disclosing Party or its Affiliates (including the ONCOTELIC Know-How and ATB Know-How, as applicable) or the
scientific, regulatory or business affairs or other activities of either Party. Notwithstanding the foregoing, the terms of this
Agreement shall be deemed to be the Confidential Information of both Parties and both Parties shall be deemed to be the receiving
Party and the disclosing Party with respect thereto. Notwithstanding the foregoing, the confidentiality and non-use obligations
under this Article 6 with respect to any Confidential Information shall not include any information that: (i) is now, or hereafter
becomes, through no act or failure to act on the part of the Receiving Party, generally known or available; (ii) is known by the
Receiving Party and/or any of its Affiliates at the time of receiving such information, as evidenced by its records; (iii) is
hereafter furnished to the Receiving Party and/or any of its Affiliates by a Third Party, as a matter of right and without restriction
on disclosure; or (iv) is independently discovered or developed by the Receiving Party and/or any of its Affiliates, without the
use of Confidential Information of the Disclosing Party. Any combination of features or disclosures shall not be deemed to fall
within such exclusions set forth in preceding Section 6.2(i) and (ii) merely because individual features are published or available
to the general public or in the rightful possession of the Receiving Party unless the combination itself and principle of operation
are published or available to the general public or in the rightful possession of the Receiving Party.


 


6.3
Authorized Disclosure.
Notwithstanding the provisions of Section 6.1, the Receiving Party may disclose Confidential Information of the Disclosing Party
as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances:


 


(a)
filing or prosecuting Patents as permitted
by this Agreement;


 


(b)
enforcing such Party’s rights under
this Agreement and in connection with, Marketing Approvals and other regulatory filings and communications;.


 


(c)
prosecuting or defending litigation as permitted
by this Agreement;


 


(d)
complying with applicable court orders, applicable
laws, rules or regulations, or the listing rules of any exchange on which the Receiving Party’s securities are traded;


 


(e)
disclosure to Affiliates, actual and potential
licensees and sublicensees, employees, consultants or agents of the Receiving Party who have a need to know such information in
order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, provided, in each case,
that any such Affiliate, actual or potential licensee or sublicensee, employee, consultant or agent agrees to be bound by terms
of confidentiality and non-use comparable in scope to those set forth in this Article 6;


 


(f)
disclosure to Third Parties in connection
with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential
financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality
and non-use that are no less restrictive than the confidentiality obligations herein.


 




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Notwithstanding
the foregoing, in the event the Receiving Party is required to make a disclosure of the Disclosing Party’s Confidential
Information pursuant to Section 6.3(c) or 6.3(d), it will, except where prohibited by applicable law, give reasonable advance
notice to the Disclosing Party of such disclosure and use efforts to secure confidential treatment of such information at least
as diligent as the Receiving Party would use to protect its own confidential information, but in no event less than reasonable
efforts. The Disclosing Party shall then have the right to disapprove of the disclosure, except where prohibited by applicable
law, in the Disclosing Party’s reasonable judgment. In any event, the Receiving Party agrees to take all reasonable action
to avoid disclosure of Confidential Information hereunder.


 


6.4
Publications.
ATB shall not publish any information relating to the Molecule or Product in the Territory without the prior written consent of
ONCOTELIC (such consent not to be unreasonably withheld, delayed, or conditioned). ATB shall have the right to publish peer reviewed
manuscripts, or provide other forms of public disclosure, including abstracts and presentations, of results of studies or activities
with respect to the Molecule or Products, in the Territory. ONCOTELIC shall have the right to review and comment on any material
proposed for disclosure or publication by ATB or its Affiliate, such as by oral presentation, manuscript or abstract, that relates
to the development, manufacture or commercialization of Molecule or Product and/or that includes Confidential Information of ONCOTELIC.
Before any such material is submitted for publication or disclosure (other than oral presentation materials and abstracts, which
are addressed below), ATB shall deliver a complete copy to ONCOTELIC at least sixty (60) days prior to submitting the material
to a publisher or initiating such other disclosure, and ONCOTELIC shall review any such material and give its final comments to
ATB within thirty (30) days of the delivery of such material to ONCOTELIC. With respect to oral presentation materials and abstracts,
ATB shall deliver a complete copy to ONCOTELIC at least ten (10) days prior to the anticipated date of the presentation, and ONCOTELIC
shall make reasonable efforts to expedite review of such materials and abstracts, and shall return such items as soon as practicable
to ATB with appropriate comments, if any, but in no event later than five (5) days from the date of delivery to ONCOTELIC which
comments shall be considered by ATB. ATB shall reasonably comply, or cause its Affiliate to comply (as applicable), with ONCOTELIC’s
reasonable requests to delete references to ONCOTELIC’s Confidential Information in any such material and agrees to delay
any submission for publication or other public disclosure for a period of up to an additional sixty (60) days for the purpose
of preparing and filing appropriate patent applications.


 


6.5
Publicity.


 


(a)
Press Releases.
No later than one (1) business day following the
Execution Date, the Parties shall issue a joint press release announcing the execution of this Agreement. Except as required
by applicable securities laws or the listing rules of any stock exchange on which securities issued by a Party or its Affiliates
are traded, both Parties shall not make any other public announcement concerning this Agreement or the subject matter hereof without
the prior written consent of the other, which shall not be unreasonably withheld, conditioned, or delayed; provided that each
Party may make any public statement in response to questions by the press, analysts, investors or those attending industry conferences
or financial analyst calls, respond to queries by any exchange on which such Party’s securities are traded, or issue press
releases, so long as any such public statement, response, or press release is not inconsistent with prior public disclosures or
public statements made in accordance with this Section 6.5 and which do not reveal non-public information about the other Party.


 




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(b)
Filing of this Agreement.
To the extent applicable, the Parties shall coordinate in advance with each other in connection with the filing of this Agreement
(including redaction of certain provisions of this Agreement) with any securities authority or with any stock exchange on which
securities issued by a Party or its Affiliate are traded, and each Party will use reasonable efforts to seek confidential treatment
for the terms proposed to be redacted; provided that each Party will ultimately retain control over what information to disclose
to any securities authority or stock exchange, as the case may be, and provided further that the Parties will use their reasonable
efforts to file redacted versions with any governing bodies which are consistent with redacted versions previously filed with
any other governing bodies. Other than such obligation, neither Party (nor any of its Affiliates) will be obligated to consult
with or obtain approval from the other Party with respect to any filings to any securities authority or stock exchange.


 


Article
7


REPRESENTATIONS
AND WARRANTIES; CERTAIN COVENANTS


 


7.1
Mutual Representations and Warranties.
Each Party represents andwarrants to the other that: (i) it is duly organized and validly existing under the laws of its jurisdiction
of incorporation or formation, and has full corporate or other power and authority to enter into this Agreement and to carry out
the provisions hereof; (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder,
and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate
or partnership action; and (iii) this Agreement is legally binding upon it, enforceable in accordance with its terms, and does
not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound,
nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction
over it.


 


7.2
ONCOTELIC Representations and Warranties.
ONCOTELIC represents and warrants to ATB that:


 


(a)
Exhibit A
attached hereto contains a true and complete list of the ONCOTELIC Patent Rights existing on the Execution Date. The ONCOTELIC
Patent Rights listed in Exhibit A include all of the Patent Rights Controlled by ONCOTELIC as of the Execution Date that
cover the Molecule and Product or the manufacture, use, sale, offer for sale, import or export of any of the foregoing;


 


(b)
ONCOTELIC or its Affiliates (i) have the right
to grant the License Grant that it purports to grant in Section 2.1; and (ii) has not granted to any Third Party any license or
other right with respect to the Molecule, Product or ONCOTELIC Technology that conflicts with or in any way jeopardizes the License
Grant and rights granted to ATB herein;


 




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(c)
ONCOTELIC has neither assigned nor otherwise
entered into an agreement by which ONCOTELIC purports to assign or transfer to a Third Party any right, title or interest in or
to any technology or intellectual property right that would conflict with ONCOTELIC’s obligations under this Agreement;


 


(d)
there are no agreements between ONCOTELIC
and a Third Party under which rights with respect to the ONCOTELIC Technology are being licensed to ATB;


 


(e)
ONCOTELIC or
its Affiliates are the sole and exclusive owner of all right, title and interest in and to the ONCOTELIC Patent Rights
in existence on the Execution Date;


 


(f)
to ONCOTELIC’s knowledge, the issued
and unexpired claims included in the ONCOTELIC Patent Rights existing as of the Execution Date are valid and enforceable;


 


(g)
no reexamination, interference, invalidity,
opposition, nullity or similar claim or proceeding is pending or threatened with respect to any ONCOTELIC Patent Right;


 


(h)
To ONCOTELIC’s knowledge, the development, manufacture, use, sale, offer for sale, import or export of any Product does
not infringe or constitute a misappropriation or violation of the rights of any Third Party;


 


(i)
there are no claims, judgments, liens or
settlements against or owed by ONCOTELIC (or any of its Affiliates) with respect to the ONCOTELIC Technology, and ONCOTELIC is
not a party to any legal action, suit or proceeding relating to the ONCOTELIC Technology or the Molecule or the Product, nor has
ONCOTELIC received any written communication from any Third Party, including, but not limited to, any Regulatory Authority or
other government agency, threatening such action, suit or proceeding;


 


(j)
neither ONCOTELIC nor any of its Affiliates
has obtained, or filed for, any INDs, NDAs or Marketing Approvals for the Molecule or the Product in the Field within the Territory;


 


(k)
all research and development (including non-clinical
studies and clinical trials) conducted by or, to ONCOTELIC’s knowledge, on behalf of ONCOTELIC or any of its Affiliates,
related to the Molecule or the Product prior to the Execution Date was conducted in compliance in all material respects with all
Applicable Laws and, as applicable, GLP, GCP and/or GMP/CGMP;


 


(l)
neither ONCOTELIC nor any of its Affiliates
is debarred or disqualified under the Act or comparable Applicable Laws outside of the United States;


 


(m)
neither ONCOTELIC nor any of its Affiliates
has employed or otherwise used in any capacity, in connection with the development or manufacture of the Molecule or the Product,
the services of any Person debarred or disqualified under United States law, including 21 U.S.C. §335a, or any foreign equivalent
thereof;


 


(n)
ONCOTELIC and, its directors, officers, employees,
and any agent, representative, subcontractor or other third party acting for or on such its behalf, has not, directly or indirectly,
offered, paid, promised to pay, or authorized such offer, promise or payment, of anything of value, to any Person for the purposes
of obtaining or retaining business through any improper advantage in connection with the development of a Product, or that would
otherwise violate any applicable Laws, rules and regulations concerning or relating to public or commercial bribery or corruption,
and ONCOTELIC’s books, accounts, records and invoices related to the Product are complete and accurate in all material respects;
and


 




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(o)
ONCOTELIC has not violated the FCPA or Export
Control Laws in connection with the development of the Molecule or the Product prior to the Execution Date of this Agreement.


 


7.3
ATB Representations and Warranties. ATB
represents and warrants to ONCOTELIC that neither ATB nor any of its Affiliates is debarred or disqualified under the Act or comparable
Applicable Laws outside of the United States;


 


7.4
ATB Covenants.
In addition to any covenants made by ATB elsewhere in this Agreement, ATB hereby covenants to ONCOTELIC as follows:


 


(a)
neither ATB nor any of its Affiliates will
employ or use the services of any Person who is debarred or disqualified under United States law, including, but not limited to,
21 U.S.C. §335a, or any foreign equivalent thereof, in connection with activities relating to the Molecule or the Product;
and in the event that ATB becomes aware of the debarment or disqualification or threatened debarment or disqualification of any
Person providing services to ATB or any of its Affiliates with respect to any activities relating to the Molecule or the Product,
ATB will promptly notify ONCOTELIC in writing and ATB will cease, or cause its Affiliate to cease (as applicable), employing,
contracting with, or retaining any such Person to perform any services relating to the Molecule or the Product;


 


(b)
neither ATB nor any of its Affiliates will,
in connection with the exercise of its rights or performance of its obligations under this Agreement, directly or indirectly through
Third Parties, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize
the giving of anything of value to a public official or entity or other Person for purpose of obtaining or retaining business
for or with, or directing business to, any Person, including ATB and its Affiliates, nor will ATB or any of its Affiliates directly
or indirectly promise, offer or provide any corrupt payment, gratuity, emolument, bribe, kickback, illicit gift or hospitality
or other illegal or unethical benefit to a public official or entity or any other Person in connection with the exercise of ATB’s
rights or performance of ATB’s obligations under this Agreement;


 


(c)
neither ATB nor any of its Affiliates (or
any of their respective employees and contractors), in connection with the exercise of ATB’s rights or performance of ATB’s
obligations under this Agreement, shall cause ONCOTELIC to be in violation of the FCPA or Export Control Laws;


 


(d)
ATB shall promptly notify ONCOTELIC if it
has any information or suspicion that there may be a violation of the FCPA or Export Control Laws in connection with the exercise
of ATB’s rights or performance of ATB’s obligations under this Agreement;


 




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7.5
Performance by Affiliates, Sublicensees
and Subcontractors. The Parties recognize that each Party may
perform some or all of its obligations or exercise some or all of its rights under this Agreement through one or more Affiliates,
subcontractors, or, in the case of ATB and subject to Section 2.2, Sublicensees; provided, in each case, that (i) none of the
other Party’s rights hereunder are diminished or otherwise adversely affected as a result of such delegation or subcontracting,
and (ii) each such Affiliate, subcontractor or Sublicensee undertakes in writing obligations of confidentiality and non-use regarding
Confidential Information and ownership of Inventions which are substantially the same as those undertaken by the Parties pursuant
to Article 6 and Section 8.1; and provided, further, that such Party shall at all times be fully responsible for the performance
and payment of such Affiliate, subcontractor or Sublicensee and the acts or omissions of each Affiliate, subcontractor or Sublicensee.


 


7.6
Disclaimer.
Except as expressly set forth in this Agreement, THE TECHNOLOGY, AND INTELLECTUAL PROPERTY RIGHTS PROVIDED BY ONCOTELIC HEREUNDER
ARE PROVIDED “AS IS”. Except as expressly set forth in this Agreement, ONCOTELIC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES
OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF QUALITY, DESIGN, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENTS, NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES,
OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES.


 


Article
8


INTELLECTUAL
PROPERTY


 


8.1
Ownership.
As between the Parties, ONCOTELIC (or its Affiliates) is/are the sole and exclusive owner of all right, title and interest in
and to the ONCOTELIC Technology, other than Joint Inventions and Joint Patent Rights, and ATB is the sole and exclusive owner
of all right, title and interest in and to the ATB Technology, other than Joint Inventions and Joint Patent Rights. A Party shall
have and retain all right, title and interest in any Invention made solely by one or more employees or agents of such Party and
or its Affiliates or other persons acting under its authority. The Parties shall jointly own rights in any Invention made jointly
by one or more employees or agents of each Party and/or its Affiliates or other persons acting under its authority (“Joint
Inventions”) and Patent Rights therein (“Joint Patent Rights”). Subject to the rights and licenses
granted under the Agreement, each Party shall have the right to practice and use, and grant licenses to practice and use, any
Joint Inventions and Joint Patent Rights without the other Party’s consent and has no duty to account to the other Party
for such practice, use and license, and each Party hereby waives any right it may have under the laws of any country to require
any such consent or accounting, provided however, each Party shall resonably inform to the other Party if and when Joint Patent
Rights are practiced, used, and licenses to practice are granted.


 




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8.2
Patent Prosecution and Maintenance. 


 


(a)
ONCOTELIC Patent Rights


 


(i)
 ONCOTELIC shall have the sole right, but
not the obligation, to control the preparation, filing, prosecution and maintenance of ONCOTELIC Patent Rights that are not included
in the license grant in Section 2.1 by counsel of its choice. ONCOTELIC shall be solely responsible for such expenses relating
thereto.


 


(ii)
ATB shall have the first right to control the preparation, filing, prosecution and maintenance of ONCOTELIC Patent Rights
that are included in the license grant in Section 2.1 at ATB’s expense and by counsel of its choice. ATB shall consult with
ONCOTELIC as to the preparation, filing, prosecution and maintenance of such Patent Rights reasonably prior to any deadline or
action with any patent office, and shall furnish to ONCOTELIC copies of all relevant drafts and documents reasonably in advance
of such consultation.


 


(b)
ATB Patent Rights. ATB shall have the sole right, to control the preparation, filing, prosecution and maintenance of ATB Patent
Rights, at ATB’s sole expense and by counsel of its choice.


 


(c)
Joint Patent Rights. ATB shall have the first right to control the preparation, filing, prosecution and maintenance of Joint
Patent Rights at ATB’s expense and by counsel
of its choice. ATB shall consult with ONCOTELIC as to the preparation, filing, prosecution and maintenance of such
Patent Rights reasonably prior to any deadline or action with any patent office, and shall furnish to ONCOTELIC copies
of all relevant drafts and documents reasonably in advance of such consultation. ATB shall keep ONCOTELIC reasonably informed
of progress with regard to the preparation, filing, prosecution and maintenance of such
Patent Rights and shall provide to ONCOTELIC copies of all material patent office submissions within a reasonable amount of time
following submission thereof by ATB. In the event that ATB desires to abandon or cease prosecution or maintenance of any of
such Patent Rights, ATB shall provide written notice to ONCOTELIC of such intention
to abandon promptly after ATB makes such determination (which notice shall be given no later than sixty
(60) days prior to the next deadline for any action that must be taken with respect
to such Patent Rights in the relevant patent office). In such case, ONCOTELIC shall have
the right, in its discretion, exercisable upon written notice to ATB delivered no later than thirty
(30) days after receipt of notice from ATB, to assume responsibility for prosecution
and maintenance of such Patent Rights, at its sole cost and expense and by counsel of its
own choice and if ONCOTELIC exercises such right, then such Patent Rights are expressly excluded
from the definition of Joint Patent Rights and ATB will assign its right, title and interest in such Patent
Rights to ONCOTELIC.


 


(d)
Cooperation of the Parties.
Each Party agrees to cooperate fully in the preparation, filing, prosecution and maintenance of Joint Patent Rights under this
Agreement and in the obtaining and maintenance of any patent extensions, supplementary protection certificates and the like with
respect to any Patent Right. Such cooperation includes, but is not limited to: (i) promptly executing all papers and instruments,
or requiring its employees or contractors to execute such papers and instruments, so as to effectuate the joint ownership of Joint
Inventions and Joint Patent Rights set forth in Section 8.1, and to enable the other Party to apply for and to prosecute patent
applications in any country in accordance with the foregoing provisions of this Section 8.2; and (ii) promptly informing the other
Party of any matters coming to such Party’s attention that may affect the preparation, filing, prosecution or maintenance
of any such patent applications.


 




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8.3
Enforcement and Defense of Patent Rights.


 


(a)
Notice. Each Party shall notify the other Party
in writing within ten (10) days (except as expressly set forth below) of becoming aware
of any alleged or threatened Infringement by a Third Party of any of the ONCOTELIC
Patent Rights, Joint Patent Rights or ATB Patent Rights, including, but not limited to, (i) any such alleged or threatened Infringement
on account of a Third Party’s manufacture, use or sale of the Molecule or the Product in the Field, (ii) any certification
filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions
in connection with an ANDA (an Abbreviated New Drug Application in the United States or a comparable application for Marketing
Approval under Applicable Law in any country other than the United States) or other NDA for a Product in the Field (a “Patent
Certification”), and (iii) any declaratory judgment action filed by a Third Party that is developing, manufacturing
or commercializing the Molecule or the Product in the Field alleging the invalidity, unenforceability or non-infringement of any
of the ONCOTELIC Patent Rights, Joint Patent Rights or ATB Patent Rights ((i)-(iii), (collectively, “ATB Competitive
Infringement”); provided, however, that each Party shall notify the other Party of any Patent Certification regarding
any ONCOTELIC Patent Right or Joint Patent Right that it receives, and such Party shall provide the other Party with a copy of
such Patent Certification, within five (5) days of receipt.


 


(b)
ONCOTELIC Patent Rights.


 


(i)
ATB Competitive Infringement.
ATB shall have the first right, but not the obligation, to bring (or defend) and control any action or proceeding with respect
to ATB Competitive Infringement of a ONCOTELIC Patent Right, at ATB’s own expense and by counsel of its own choice, and
ONCOTELIC shall have the right to be represented in any such action or proceeding, at ONCOTELIC’s own expense and by counsel
of its own choice. If ATB fails to bring any such action or proceeding with respect to ATB Competitive Infringement of any ONCOTELIC
Patent Right within sixty (60) days following the
notice of alleged ATB Competitive Infringement, ONCOTELIC shall have the right to bring (or defend) and control any such action
at its own expense and by counsel of its own choice, and ATB shall have the right, at its own expense, to be represented in any
such action by counsel of its own choice; provided, however, that if the applicable ATB Competitive Infringement is the result
of ATB’s receipt of a Patent Certification with respect to a ONCOTELIC Patent Right, ATB shall notify ONCOTELIC of ATB’s
decision to bring (or defend) and control any action or proceeding within ten (10) days of ATB’s receipt of such Patent
Certification with respect to a ONCOTELIC Patent Right, after which time, in each case, ONCOTELIC
shall have the right to bring (or defend) and prosecute such action, and ATB shall have the right, at its own expense, to be represented
in any such action by counsel of its own choice.


 


(ii)
Other Infringement.
ONCOTELIC shall have the sole right, but not the obligation, to bring (or defend) and control any action or proceeding with respect
to any Infringement of any ONCOTELIC Patent Right that is not ATB Competitive Infringement, at its own expense and by counsel
of its own choice.


 




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(c)
Joint Patent Rights.


 


(i)
 ATB Competitive Infringement.
ATB shall have the first right, but not the obligation, to bring (or defend) and control any action or proceeding with respect
to ATB Competitive Infringement of any Joint Patent Right, at its own expense and by counsel of its own choice, and ONCOTELIC
shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If ATB fails to bring
any such action or proceeding with respect to ATB Competitive Infringement of any Joint Patent Right within sixty (60) days following
the notice of alleged infringement, ONCOTELIC shall have the right to bring (or defend) and control any such action at its own
expense and by counsel of its own choice, and ATB shall have the right, at its own expense, to be represented in any such action
by counsel of its own choice; provided, however, that if the applicable ATB Competitive Infringement is the result of ATB’s
receipt of a Patent Certification with respect to a Joint Patent Right, ATB shall notify ONCOTELIC of ATB’s decision to
bring (or defend) and control any action or proceeding within ten (10) days of ATB’s
receipt of such Patent Certification with respect to a Joint Patent Right, after which time ONCOTELIC shall have the right to
bring (or defend) and prosecute such action, and ATB shall have the right, at its own expense, to be represented in any such action
by counsel of its own choice.


 


(ii)
ONCOTELIC Competitive Infringement.
ONCOTELIC shall have the first right, but not the obligation, to bring (or defend) and control any action or proceeding with respect
to Infringement of any Joint Patent Right to the extent the Infringement is not a ATB Competitive
Infringement (“ONCOTELIC Competitive Infringement”), at its own expense and by counsel of its own choice, and
ATB shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If ONCOTELIC
fails to bring any such action or proceeding with respect to ONCOTELIC Competitive Infringement of any Joint Patent Right within
sixty (60) days following the notice of alleged infringement, ATB shall have the right to bring (or defend) and control any such
action at its own expense and by counsel of its own choice, and ONCOTELIC shall have the right, at its own expense, to be represented
in any such action by counsel of its own choice; provided, however, that if the applicable ONCOTELIC Competitive Infringement
is the result of ONCOTELIC’s receipt of a Patent Certification with respect to a Joint Patent Right, ONCOTELIC shall notify
ATB of ONCOTELIC’s decision to bring (or defend) and control any action or proceeding within ten (10) days of ONCOTELIC’s
receipt of such Patent Certification with respect to a ONCOTELIC Patent Right, after which time ONCOTELIC shall have the right
to bring (or defend) and prosecute such action, and ATB shall have the right, at its own expense, to be represented in any such
action by counsel of its own choice.


 


(d)
ATB Patent Rights.
ATB shall have the sole right, but not the obligation, to bring (or defend) and control any action or proceeding with respect
to infringement of any ATB Patent Right at its own expense and by counsel of its own choice.


 


(e)
Cooperation.
In the event a Party brings (or defends) an infringement action in accordance with this Section 8.3,
or in the event a Party is entitled to bring (or defend) an infringement action in accordance with this Section 8.3
but lacks standing to do so, the other Party shall cooperate fully, including, but not limited to, if required to bring
(or defend) such action, the furnishing of a power of attorney or being named as a party. Neither Party shall enter into any settlement
or compromise of any action under this Section 8.3 which would in any manner alter, diminish,
or be in derogation of the other Party’s rights under this Agreement without the prior written consent of such other Party,
which shall not be unreasonably withheld, conditioned, or delayed.


 




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(f)
Duty to Protect Patent Rights.
As of the Execution Date, during the Royalty Term on a country-by-country basis, the Parties
shall use Commercially Reasonable Efforts to preserve, protect and maintain the ONCOTELIC Patent
Rights and the Joint Patent Rights and keep them in good standing in every country where rights exist and, if necessary,
shall initiate legal remedies to keep the ONCOTELIC Patent Rights and Joint Patent Rights
valid, enforceable, and pertinent to the requirements hereunder.


 


8.4
Infringement of Third Party Rights.
Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either Party pursuant
to this Agreement infringes or may infringe the intellectual property rights of such Third Party, or of any other deficiency with
respect to those intellectual property rights. Neither Party shall have the right to settle any patent infringement litigation
under this Section 8.4 in a manner that diminishes the rights or interests of the other Party without the written consent of such
other Party (which shall not be unreasonably withheld, conditioned, or delayed).


 


Article
9


TERM
AND TERMINATION


 


9.1
Term.
The term of this Agreement (the “Term”) shall commence on the Effective Date and, unless earlier terminated in accordance
with this Article 9, shall continue in full force and effect, on a Product-by-Product and country-by-country basis, until the
expiration of the Royalty Term with respect to such Product in such country.


 


9.2
Termination by Either Party for Material Breach.
Each Party shall have the right to terminate this Agreement in its entirety upon written notice to the other Party if such other
Party is in material breach of this Agreement and has not cured such breach within sixty (60) days after written notice from the
terminating Party requesting cure of the breach. Any such termination shall become effective at the end of such sixty (60)-day
period unless the breaching Party has cured such breach prior to the end of such period (or if such breach is not capable of being
cured during such sixty (60)-day period, the breaching Party fails to present a mutually agreeable remediation plan for such breach
or ceases to exert Commercially Reasonable efforts to pursue the cure as provided in the remediation plan). Any right to terminate
under this Section 9.2 shall be stayed and the cure period tolled in the event that, during any cure period, the Party alleged
to have been in material breach shall have initiated dispute resolution in accordance with Article 11 with respect to the alleged
breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Article 11.


 


9.3
Termination by ONCOTELIC for Patent Challenge.
ONCOTELIC shall have the right to terminate this Agreement immediately upon written notice to ATB if ATB or its Affiliate directly,
or through assistance granted to a Third Party, commences any interference or opposition proceeding with respect to, challenges
the validity or enforceability of, or opposes any extension of or the grant of a supplementary protection certificate with respect
to, any ONCOTELIC Patent Right.


 




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9.4
Termination by ATB.
ATB may terminate this Agreement in its entirety or on a country-by-country or product-by-product basis at any time upon sixty
(60) days’ prior written notice to ONCOTELIC, in the event (i) ATB reasonably determines that it is unsafe to continue the
clinical studies or commercialization of the Product, (ii) circumstances beyond ATB’s reasonable control preventing completion
of such clinical studies, and commercialization of the Product, including without limitation, failure to demonstrate clinical
effectiveness by failing to meet the primary endpoint in any such clinical study as set forth in the protocol, or (iii) ATB reasonably
determines that it would be commercially unwise to either Develop or commercialize the Product due to highly unfavorable market
conditions, unenforceable patent rights or other reasons making further Development or commercialization of the Product in such
countries, commercially unattractive. In case of a partial termination by ATB either on a country-by-country or product-by-product
basis, the rest of the Agreement shall continue in full force and effect.


 


9.5
Termination by Either Party for Insolvency.
In the event that either Party (a) files for protection under bankruptcy or insolvency laws, (b) makes an assignment for the benefit
of creditors, (c) appoints or suffers appointment of a receiver or trustee over substantially all of its property that is not
discharged within sixty (60) days of such filing, (d) proposes a written agreement of composition or extension of its debts, (e)
proposes or is a voluntary party to any dissolution or liquidation, (f) files a petition under any bankruptcy or insolvency act
or (g) admits in writing its inability generally to meet its obligations as they fall due in the general course, then the other
Party shall have the right to terminate this Agreement in its entirety, immediately upon written notice to such Party.


 


9.6
Additional Termination Rights.


 


(a)
ATB shall have the right to terminate this
Agreement in the event of the occurrence of any of the following with written notification to ONCOTELIC and sixty (60) days to
cure each breach from the date of provision of such notice, provided, however, that the total cumulative cure periods ONCOTELIC
is entitled to use hereunder shall not exceed one hundred and eighty (180) days:


 


(i)
ONCOTELIC fails to pay royalty payment to ATB pursuant to Sections 3.3(a) and 4.2(c);


 


(b)
ONCOTELIC shall have the right to terminate
this Agreement in the event of the occurrence of any of the following with written notification to ATB and sixty (60) days to
cure each breach from the date of provision of such notice, provided, however, that the total cumulative cure periods ATB is entitled
to use hereunder shall not exceed one hundred and eighty (180) days


 


(i)
ATB fails to pay a milestone payment or royalty
payment to ONCOTELIC under Section 4.1, Section 4.2(a) or Section 4.2(b); or


 


(ii)
ATB fails to accomplish one (1) of the following
events prior to January 25, 2019, the Termination Date of the Term Sheet;


 




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1.
To secure funding of KRW 500,000,000 for performing the efficacy evaluation and necessary non-clinical studies for obtaining the
IND approval from the MFDS of Korea,


 


2.
To execute a partnering deal (either co-development or licensing agreement) involving the Product, with a third party biotechnology
or pharmaceutical company, or


 


3.
To secure a government sponsored R&D grant in Korea. Should ATB be successful in obtaining such grant, ATB and ONCOTELIC shall
equally share the R&D grant provided by the government for the co-development of the Product in Korea and the US. For avoidance
of doubt, ATB may pay the licensing fee, USD 500,000 milestone payment pursuant to Section 4.1(b) through the R&D grant. ATB
shall bear the matching cost for the half amount, supplied to ONCOTELIC.


 


9.7
Termination for Force Majeure.
The non-affected Party may terminate this Agreement due to force majeure pursuant to Section
12.8 upon sixty (60) days written notice to the other Party.


 


9.8
Effect of Expiration or Termination.


 


(a)
Expiration of Royalty Term.
On a Product-by-Product and country-by-country basis, upon expiration (but not on earlier termination) of the Royalty Term, all
licenses granted by ONCOTELIC to ATB pursuant to this Agreement that were in effect immediately prior to such expiration shall
survive on a perpetual, irrevocable, fully-paid, worldwide, royalty-free basis. 


 


(b)
Termination by ONCOTELIC. In the event of termination of this Agreement Sections 9.2, 9.3, or 9.6(b), the following provisions
shall also apply:


 


(i)
Effective as of such termination, all licenses granted by ONCOTELIC to ATB under this Agreement will terminate.


 


(ii)
As promptly as practicable (and in any event within sixty (60) days) after such termination, ATB shall: (A) to the extent not
previously provided to ONCOTELIC, deliver to ONCOTELIC true, correct and complete copies of all Regulatory Documents, and disclose
to ONCOTELIC all previously undisclosed ATB Know How; (B) transfer or assign, or cause to be transferred or assigned, to ONCOTELIC
or its designee (or to the extent not so assignable, take all reasonable actions to make available to ONCOTELIC or its designee
the benefits of) all INDs, NDAs and Marketing Approvals for Products, whether held in the name of ATB or any of its Related Parties;
and (C) take such other actions and execute such other instruments, assignments and documents as may be necessary to effect, evidence
and record the transfer, assignment or other conveyance of rights under this Section 9.8 to ONCOTELIC.


 


(iii)
ATB shall, as directed by ONCOTELIC, either promptly wind-down any ongoing development activities with respect to Products in
an orderly fashion or promptly transition such development activities to ONCOTELIC or its designee, with due regard for patient
safety and in compliance with all Applicable Laws and GCP.


 




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(iv)
ONCOTELIC shall have the right to but not obligation to purchase from ATB any or all usable inventory of the Molecule or the Product
in ATB’s or it’s Affiliates’ possession as of the date of termination. Such inventory shall be provided at a
transfer price equal to ATB’s cost of such inventory plus 30% markup.


 


9.9
Accrued Obligations; Survival.
Neither expiration nor any termination of this Agreement shall relieve either Party of any obligation or liability accruing prior
to such expiration or termination, nor shall expiration or any termination of this Agreement preclude either Party from pursuing
all rights and remedies it may have under this Agreement, at law or in equity, with respect to breach of this Agreement. In addition,
the Parties’ rights and obligations under Sections 6.1 through 6.3, 12.1 through 12.15 and 12.17 and Articles 9 and 11 of
this Agreement shall survive expiration or any termination of this Agreement.


 


9.10
Return of Confidential Information.
Within sixty (60) days following the expiration or termination of this Agreement, except to the extent that a Party retains a
license from the other Party as provided in this Article 9, each Party shall promptly return to the other Party, or delete or
destroy, all relevant records and materials in such Party’s possession or control containing Confidential Information of
the other Party; provided that such Party may keep one copy of such materials for archival purposes only subject to a continuing
confidentiality obligations.


 


9.11
Damages; Relief.
Termination of this Agreement shall not preclude either Party from claiming any other damages, compensation or relief that it
may be entitled to hereunder.


 


Article
10


INDEMNIFICATION


 


10.1
Indemnification by ATB.
ATB hereby agrees to save, defend, indemnify and hold harmless ONCOTELIC, its Affiliates, its and their respective officers, directors,
agents, employees, successors and assigns (the “ONCOTELIC Indemnitees”) from and against any and all losses,
damages, liabilities, expenses and costs, including, but not limited to, reasonable legal expense and attorneys’ fees (“Losses”),
to which any ONCOTELIC Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third
Party (each, a “Claim”) to the extent such Losses arise out of or relate to (a) the gross negligence or willful
misconduct of any ATB Indemnitee (defined below); (b) the breach by ATB of this Agreement, including or any warranty, representation,
covenant or agreement made by ATB in this Agreement; or (c) the development, commercialization or use of the Molecule or the Product
by or on behalf of ATB, its Sublicensees or any of its or their respective Affiliates, including any Third Party claims alleging
death, personal injury or other product liability to the extent arising out of or related to the use of the Molecule or the Product
sold by or on behalf of ATB in the Territory; except, in each case, to the extent such Losses result from the gross negligence
or willful misconduct of any ONCOTELIC Indemnitee or the breach by ONCOTELIC of any warranty, representation, covenant or agreement
made by ONCOTELIC in this Agreement.


 




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10.2
Indemnification by ONCOTELIC.
ONCOTELIC hereby agrees to save, defend, indemnify and hold harmless ATB, its Affiliates and their respective officers, directors,
agents, employees, consultants, attorneys, successors, and agents (the “ATB Indemnitees”) from and against
any and all Losses to which any ATB Indemnitee may become subject as a result of any Claim
by any Third Party to the extent such Losses arise out of or relate to (a) the gross negligence or willful misconduct of any ONCOTELIC
Indemnitee; or (b) the breach by ONCOTELIC of this Agreement, including breach by ONCOTELIC of any warranty, representation, covenant
or agreement made by ONCOTELIC in this Agreement; in each case except to the extent such Losses result from the gross negligence
or willful misconduct of any ATB Indemnitee or the breach by ATB of any warranty, representation, covenant or agreement made by
ATB in this Agreement.


 


10.3
Control of Defense.
In the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or 10.2, it shall inform
the other Party (the “Indemnifying Party”) of a Claim as soon as reasonably
practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by an Indemnified
Party to give notice of a Claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its indemnification
obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of
such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of the Claim
(including, but not limited to, the right to settle the Claim solely for monetary consideration) using counsel reasonably satisfactory
to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the Claim.
If the Indemnifying Party does not assume control of such defense within fifteen (15) days after receiving notice of the Claim
from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s
indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all costs, including, but not limited
to, reasonable attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any
invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense.
The Party controlling such defense shall keep the other Party advised of the status of such Claim and the defense thereof and
shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement
of such Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned,
or delayed. The Indemnifying Party shall not agree to any settlement of such Claim or consent to any judgment in respect thereof
that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that
imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior
written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 10.1 or 10.2 to any Claim,
pending resolution of the dispute pursuant to Article 11, the Parties may conduct separate defenses of such Claims, with each
Party retaining the right to Claim indemnification from the other Party in accordance with Section 10.1 or 10.2, as applicable,
upon resolution of the underlying Claim.


 




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10.4
Limitation of Liability.
EXCEPT FOR LIABILITY FOR BREACH OF ARTICLE 6 OR IN THE CASE OF FRAUD OR INTENTIONAL MISCONDUCT OR TO THE EXTENT ANY SUCH DAMAGES
ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 10,
NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN
CONNECTION WITH THIS AGREEMENT OR ANY LICENSE GRANTED HEREUNDER.


 


Article
11


DISPUTE
RESOLUTION


 


11.1
Disputes.
Subject to Section 11.3, the Parties will refer any claim, dispute, or controversy as to the breach, enforcement, interpretation
or validity of this Agreement (each, a “Dispute”) to the President of the Division or Chief Executive Officer
of ONCOTELIC and the Chief Executive Officer or Executive Chairman of ATB (as determined solely by ATB) for attempted resolution.
In the event such executives are unable to resolve such Dispute within thirty (30) days of such Dispute being referred to them,
then, upon the written request of either Party to the other Party, the Dispute shall be subject to arbitration in accordance with
Section 11.2, except as expressly set forth in Section 11.3.


 


11.2
Arbitration.


 


(a)
Claims.
Subject to Section 11.3 below, any Dispute that is not resolved under Section 11.1 within the applicable thirty (30)-day period
shall be resolved by final and binding arbitration administered by the Judicial Arbitration and Mediation Services (the “Administrator”)
in accordance with its then-effective Comprehensive Arbitration Rules and Procedures (the “Rules”), except
to the extent any such Rule conflicts with the express provisions of this Section 11.2. (Capitalized terms used but not otherwise
defined in this Agreement shall have the meanings provided in the Rules.) The Arbitration shall be conducted by three neutral
arbitrators (one each selected by each Party, and the third mutually selected by the Parties), provided that such individuals
shall not be a current or former employee or director, or a current stockholder, of either Party or any of their respective Affiliates
(or any licensee or sublicensee of the rights granted to such Party under this Agreement). The arbitrators shall have extensive
backgrounds and experience in the subject matter of this Agreement. The arbitration and all associated discovery proceedings and
communications shall be conducted in English, and the arbitration shall be held at NY International Arbitration Center, NY, USA.


 


(b)
Discovery.
Within thirty (30) days after selection of the Arbitrator, the Arbitrator shall conduct the Preliminary Conference. In addressing
any of the subjects within the scope of the Preliminary Conference, the Arbitrator shall take into account both the desirability
of making discovery efficient and cost-effective and the needs of the Parties for an understanding of any legitimate issue raised
in the Arbitration. In that regard, the Parties agree to the application of the E-Discovery procedures set forth in Rule 16.2(c)
of the JAMS Expedited Procedures. In addition, each Party shall have the right to take up to forty (40) hours of deposition testimony,
including, but not limited to, expert deposition testimony.


 




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(c)
Hearing; Decision.
The Hearing shall commence within sixty (60) days after the discovery cutoff. The Arbitrator shall require that each Party submit
concise written statements of position and shall permit the submission of rebuttal statements, subject to reasonable limitations
on the length of such statements to be established by the Arbitrator. The Hearing shall be no longer than five (5) business days
in duration. The Arbitrator shall also permit the submission of expert reports. The Arbitrator shall render the Award within thirty
(30) days after the Arbitrator declares the Hearing closed, and the Award shall include a written statement describing the essential
findings and conclusions on which the Award is based, including, but not limited to, the calculation of any damages awarded. The
Arbitrator will, in rendering his or her decision, apply the substantive law of the State of New York, excluding its conflicts
of laws principles with the exception of sections 5-1401 and 5-1402 of New York General Obligations Law. The Arbitrator’s
authority to award special, incidental, consequential or punitive damages shall be subject to the limitation set forth in Section
10.5. The Award rendered by the Arbitrator shall be final, binding and non-appealable, and judgment may be entered upon it in
any court of competent jurisdiction.


 


(d)
Costs.
Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an
equal share of the fees and costs of the arbitrator; provided, however, the Arbitrator shall be authorized to determine whether
a Party is the prevailing party, and if so, to award to that prevailing party reimbursement for any or all of its reasonable attorneys’
fees, costs and disbursements (including, but not limited to, expert witness fees and expenses, photocopy charges, travel expenses,
etc.), and/or the fees and costs of the Administrator and the Arbitrator.


 


11.3
Court Actions.
Nothing contained in this Agreement shall deny either Party the right to seek injunctive or other equitable relief from a court
of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed
and maintained notwithstanding any ongoing discussions between the Parties or any ongoing arbitration proceeding. In addition,
either Party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction,
scope, enforceability, infringement or other violations of Patent Rights or other intellectual property rights, and no such claim
shall be subject to arbitration pursuant to Section 11.2.


 


Article
12


MISCELLANEOUS


 


12.1
Rights Upon Bankruptcy.
All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of
Section 365(n) of Title 11 of the United States Code and other similar laws in any jurisdiction outside the U.S. (collectively,
the “Bankruptcy Laws”), licenses of rights to be “intellectual property” as defined under the Bankruptcy
Laws. If a case is commenced during the Term by or against a Party under Bankruptcy Laws then, unless and until this Agreement
is rejected as provided in such Bankruptcy Laws, such Party (in any capacity, including, but not limited to, debtor in possession)
and its successors and assigns (including a trustee) shall perform all of the obligations provided in this Agreement to be performed
by such Party. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws, the Agreement is rejected
as provided in the Bankruptcy Laws and the other Party elects to retain its rights hereunder as provided in the Bankruptcy Laws,
then the Party subject to such case under the Bankruptcy Laws (in any capacity, including, but not limited to, debtor in possession)
and its successors and assigns (including, but not limited to, a Title 11 trustee), shall provide to the other Party copies of
all Information necessary for such other Party to prosecute, maintain and enjoy its rights under the terms of this Agreement promptly
upon such other Party’s written request therefor. All rights, powers and remedies of the non-bankrupt Party as provided
herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing
at law or in equity (including, but not limited to, the Bankruptcy Laws) in the event of the commencement of a case by or against
a Party under the Bankruptcy Laws.


 




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12.2
Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.


 


12.3
Jurisdiction and Venue.
Excluding arbitration pursuant to Section 11.2, (i) the Parties hereby consent to the exclusive jurisdiction of the Federal and
State courts in New York, NY with respect to any disputes, claims, controversies or other actions or proceedings arising under
this Agreement and agree that exclusive venue for any such action shall lie in New York, NY, and (ii) the Parties hereby waive
any and all rights to commence any action or proceeding before any other court or judicial body or in any other venue. Each Party
hereby waives any objection on the grounds of lack of jurisdiction, and/or forum non conveniens or otherwise to the exercise of
such jurisdiction over it by any such courts.


 


12.4
Waiver of Jury Trial.
THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY
OR INDIRECTLY OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH, THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR THE RELATIONSHIP
THAT IS BEING ESTABLISHED BETWEEN THEM. The scope of this waiver is intended to be all encompassing of any and all disputes that
may be filed in any court or other tribunal (including, without limitation, contract claims, tort claims, breach of duty claims,
and all other common law and statutory claims).


 


12.5
Entire Agreement; Amendments.
This Agreement (including the Exhibits hereto) is both a final expression of the Parties’ agreement and a complete and exclusive
statement with respect to all of its terms. This Agreement supersedes all prior and contemporaneous agreements and communications,
whether oral, written or otherwise, concerning any and all matters contained herein. The Exhibits to this Agreement are incorporated
herein by reference and shall be deemed a part of this Agreement. This Agreement may be amended, or any term hereof modified,
only by a written instrument duly executed by authorized representatives of both Parties hereto. In the event of a conflict between
the terms of this Agreement and any terms set forth in this Exhibits the terms of this Agreement shall take precedence.


 


12.6
Non-Waiver.
The failure of a Party to insist upon strict performance of any provision of this Agreement or to exercise any right arising out
of this Agreement shall neither impair that provision or right nor constitute a waiver of that provision or right, in whole or
in part, in that instance or in any other instance. Any waiver by a Party of a particular provision or right shall be in writing,
shall be as to a particular matter and, if applicable, for a particular period of time and shall be signed by such Party.


 




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12.7
Assignment.
Except as expressly provided hereunder, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise
transferred by either Party without the prior written consent of the other Party (which consent shall not be unreasonably withheld,
conditioned, or delayed) and neither may undergo a Change of Control without the prior written consent of the other Party (which
consent shall not be unreasonably withheld, conditioned, or delayed).


 


12.8
Force Majeure.
Each Party shall be excused from liability for the failure or delay in performance of any obligation under this Agreement (except
for ATB’s obligation to submit payment) by reason of any event beyond such Party’s reasonable control, including,
but not limited to, Acts of God, fire, flood, explosion, earthquake, or other natural forces, war, civil unrest, acts of terrorism,
accident, destruction or other casualty, any lack or failure of transportation facilities, any lack or failure of supply of raw
materials, any strike or labor disturbance, or any other event similar to those enumerated above. Such excuse from liability shall
be effective only to the extent and duration of the event(s) causing the failure or delay in performance and provided that the
Party has not caused such event(s) to occur. The affected Party shall notify the other Party of such force majeure circumstances
as soon as reasonably practical, and shall promptly undertake all reasonable efforts necessary to cure such force majeure circumstances.
If the period of the delay shall exceed one hundred eighty (180) days, then the non-delayed Party may cancel further performance
of the delayed obligation or terminate this Agreement without any penalty whatsoever.


 


12.9
Severability.
If any one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired
thereby, unless the absence of the invalidated provision(s) adversely affects the substantive rights of the Parties. The Parties
shall in such an instance use their best efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal
and enforceable provision(s) which, insofar as practical, implement the purposes of this Agreement.


 


12.10
Notices.
All notices which are required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by nationally-recognized
overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:


 


 


	If
    to ONCOTELIC, to:	Oncotelic
    Inc.
	 	29397
    Agoura Rd., Suite 107
	 	Agoura
    Hills, CA 91301
	 	U.S.A
	 	Attn:Vuong
    Trieu, Chairman
	 	 
	If
    to ATB, to:	Autotelic
    Bio
	 	Room
    #302, 194-41, Osongsaengmyeong 1-ro, 
	 	Yeonje-ri,
                                         Osong-eup, Heungdeok-gu, Cheongju-si,

        Chungcheongbuk-do,
        Republic of Korea

	 	Attn:Tae
    Hun Kim, CEO


 




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or
to such other address(es) as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance
herewith. Any such notice shall be deemed to have been given: (a) when delivered, if personally delivered on a business day (or
if delivered or sent on a non-business day, then on the next business day); or (b) on the business day after dispatch, if sent
by nationally-recognized overnight courier.


 


12.11
Interpretation.
The headings of Sections contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are
inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement, or have any effect
on its interpretation or construction. All references in this Agreement to the singular shall include the plural where applicable.
Unless otherwise specified, references to “$” or “dollars” means U.S. dollars. The term “including”
or “includes” as used in this Agreement means including, without limiting the generality of any description preceding
such term, and the word “or” has the inclusive meaning represented by the phrase “and/or.” Unless otherwise
specified, references in this Agreement to any section shall include all subsections and paragraphs in such Section and references
in this Agreement to any subsection shall include all paragraphs in such subsection. All references to days in this Agreement
shall mean calendar days, unless otherwise specified. Ambiguities and uncertainties in this Agreement, if any, shall not be interpreted
against either Party, irrespective of which Party may be deemed to have caused the ambiguity or uncertainty to exist. This Agreement
has been prepared in the English language, and the English language shall control its interpretation. In addition, all notices
required or permitted to be given hereunder, and all written, electronic, oral or other communications between the Parties regarding
this Agreement shall be in the English language.


 


12.12
Relationship between the Parties.
The Parties’ relationship, as established by this Agreement, is solely that of independent contractors. This Agreement does
not create any partnership, joint venture or similar business relationship between the Parties. Neither Party is a legal representative
of the other Party and neither Party may assume or create any obligation, representation, warranty or guarantee, express or implied,
on behalf of the other Party for any purpose whatsoever.


 


12.13
Cumulative Remedies.
No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other
remedy referred to in this Agreement or otherwise available under law.


 


12.14
No Third Party Rights.
The provisions of this Agreement are for the exclusive benefit of the Parties, and no other person or entity shall have any right
or claim against any Party by reason of these provisions or be entitled to enforce any of these provisions against any Party.


 


12.15
Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original document, and all of which, together
with this writing, shall be deemed one instrument. This Agreement may be executed by facsimile or PDF signatures, which signatures
shall have the same force and effect as original signatures.


 


12.16
Attorneys’ Fees.
In the event of litigation between the Parties to enforce the provisions of or with respect to this Agreement, the prevailing
Party shall be entitled to reimbursement for reasonable attorneys’ fees and costs at trial and on appeal.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their
respective authorized representatives. The parties hereby affirm that this Agreement accurately and completely reflects their
understanding and agreements.


 


	ONCOTELIC
    INC.,	 	AUTOTELIC
    BIO
	 	 	 
	By:	/s/Vuong
    Trieu	 	By:	/s/Tae
    Hun Kim
	 	 	 	 	 
	Name:	Vuong Trieu	 	Name:	Tae Hun Kim
	 	 	 	 	 
	Title:	Chairman	 	Title:	Chief Executive
    Officer
	 	 	 	 	 
	Date:	7/7/2018	 	Date:	7/7/2018


 




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