Exhibit 10.8


 


ASSIGNMENT OF LICENSE AGREEMENT


 


This Assignment Agreement,
effective as of March 15, 2016 (the “Effective Date”), is entered into between Tallikut Pharmaceuticals, Inc. (“Tallikut”),
a corporation existing under the laws of Delaware, and Accelerated Pharma, Inc. (“API”), a corporation existing under
the laws of Delaware.


 


WHEREAS, pursuant
to that certain License Agreement between AnorMED Inc. (“AnorMED”) and NeoRx Corporation (“NeoRx”), dated April
2, 2004, as amended by that certain Amendment No. 1 to License Agreement, dated September 18, 2006, between AnorMED and Poniard
Pharmaceuticals, Inc., as successor-in-interest to NeoRx (“Poniard”) (as amended, the “License Agreement,”
a copy of which is attached hereto as Exhibit 1), Poniard obtained a license from AnorMED to certain patent rights, technical
data, and information related to picoplatin (also referred to as AMD473) (the “AnorMED Patents”);


 


WHEREAS, Encarta,
Inc. (“Encarta”) acquired all of Poniard’s right, title and interest in and to all assets related to picoplatin, including
Poniard’s licensed rights to the AnorMED Patents, pursuant to that certain Assert Purchase Agreement between Poniard (assignment
for the benefit of creditors), LLC and Encarta, dated June 20, 2013;


 


WHEREAS, Tallikut subsequently acquired
Encarta, including its licensed rights to the AnorMED Patents;


 


WHEREAS, AnorMED, including its
assets related to picoplatin, was acquired by Genzyme Corp., which was acquired by Sanofi;


 


WHEREAS, Tallikut sublicensed its
licensed rights to the AnorMED Patents to API pursuant to that certain Exclusive License Agreement dated June 17, 2014; and


 


WHEREAS, Tallikut desires to assign
the License Agreement, including its rights to the AnorMED Patents, to API;


 


NOW, THEREFORE, in consideration
of the mutual covenants and promises herein contained, the parties hereto agree as follows.


 


Section
1.        Tallikut warrants and represents that the License Agreement is in full force and effect and is fully assignable.
Tallikut further warrants and represents that rights in the License Agreement herein transferred are free of liens, encumbrances
or adverse claims. The License Agreement has not been modified (except to the extent of the above-referenced amendment) and remains
in effect pursuant to the terms contained therein. Tallikut hereby assigns its entire right, title, and interest in and to, and
its obligations under, the License Agreement to API (the “Assignment”).


 


Section
2.        API hereby accepts the Assignment, and agrees to assume, perform, and comply with and to be bound by all of the
terms, covenants, agreements, provisions, and conditions of the License Agreement as of the Effective Date.


 




    	Assignment of License Agreement	 	Page 1 of 2



     


    

 


Section
3.        Tallikut shall remain bound by any payment obligations to AnorMED under the License Agreement relating to the period
prior to the Effective Date, and Tallikut shall remain liable to AnorMED for any claims arising out of such rights prior to the
Effective Date.


 


Section
4.        Tallikut hereby represents and warrants that it has the full right to convey the right, title, and interest herein assigned
and that Tallikut has not executed and will not execute any agreement in conflict herewith.


 


Section 5.        Tallikut
hereby represents and warrants that it has received the necessary consent to assign the License Agreement, as required under Section
19.1 of the License Agreement.


 


Section
6.        This Assignment Agreement and the obligations of Tallikut and API hereunder
shall be binding upon and inure to the benefit of Tallikut and API and their respective successors and assigns, and may not be
modified or amended in any manner other than by a written agreement signed by the party to be charged therewith. Tallikut and
API agree to execute any and all other assignments, documents, certificates and other instruments as may at any time be deemed
reasonably necessary to further evidence or consummate this Assignment Agreement.


 


IN WITNESS WHEREOF, the parties have executed
this Assignment Agreement effective as of the Effective Date.


 


	TALL1KUT P ARMACEUTICALS, INC.	ACCELERATED PHARMA INC.


 


	By:	/s/ Fred Craves	 	By:	/s/ Michael Fonstein
	 	 	 	 	 
	Name:	Fred Craves	 	Name:	Michael Fonstein
	 	 	 	 	 
	Title:	Chairman of the Board	 	Title:	Chief Executive Officer


 








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