Exhibit 10.3


 


Text Marked By [* * *] Has Been Omitted
Pursuant To A Request For Confidential

Treatment And Was Filed Separately With The Securities And Exchange Commission.


 


EXCLUSIVE AND CO-EXCLUSIVE LICENSE
AGREEMENT


 


Between


 


LION BIOTECHNOLOGIES, INC.


 


and


 


POLYBIOCEPT AB


 


Effective
as of: September 14, 2016


 




     


     


    

 


EXCLUSIVE AND CO-EXCLUSIVE LICENSE
AGREEMENT


 


This Exclusive and
Co-Exclusive License Agreement (this “Agreement”) is made and entered into to be effective as of this 14th
day of September, 2016 (the “Effective Date”), by and between


 


Lion Biotechnologies,
Inc.


112 West 34th
Street


17th Floor


New York, New York 10120
USA


 


a corporation organized
under the laws of the state of Nevada (“Lion”),


 


and


 


PolyBioCept AB


Sankt Eriksgatan
43a


11234 Stockholm


Sweden


 


a corporation organized
under the laws of Sweden (“PolyBioCept” or “Licensor”).


 


Lion and PolyBioCept
may be referred to herein individually as a “Party” or together as the “Parties.”


 


RECITALS


 


WHEREAS, PolyBioCept
is the owner of certain cell therapy technologies and derivatives thereof;


 


WHEREAS,
Lion desires to obtain a license from PolyBioCept to certain intellectual property necessary for the Development, Manufacture,
and Commercialization of Products (as defined herein) upon the terms and conditions hereinafter set forth; and


 


WHEREAS,
Lion and PolyBioCept executed a non-binding Term Sheet for Exclusive and Co-Exclusives dated May 9, 2016 (the “Term Sheet”),
on which the terms of this Agreement are based.


 


NOW, THEREFORE,
in consideration of the mutual agreements, covenants and promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


		1	DEFINITIONS



 


For the purposes of
this Agreement, the following terms are defined as follows:


 


1.1           “1933
Act” means the U.S. Securities Act of 1933, as amended.


 




    	 	1	 



     


    

 


1.2           “Acceptance”
means Licensor’s receipt of a Notice of Acceptance Lion or the occurrence of Deemed Acceptance.


 


1.3           “Acceptance
Certificate” means the acceptance certificate attached at Schedule 7.


 


1.4           “Acceptance
Criteria” means the criteria set forth in Section III of Schedule 2 attached hereto.


 


1.5           “Achievement”
and phrases of similar import mean the date of satisfaction of the condition specified in the corresponding section.


 


1.6           “Additional
Terms” mean the additional conditions, obligations and terms applicable to the Transfer of Know-How under Section 2.2,
which are set forth in Schedule 2.1 attached hereto.


 


1.7           “Adverse
Event” means any untoward medical occurrence in a patient or clinical investigation subject who was administered a pharmaceutical
product and which does not necessarily have a causal relationship with such treatment.


 


1.8           “Affiliate”
of a Person means any other Person which directly or indirectly controls, is controlled by or is under common control with such
Person. As used in this definition of “Affiliate”, the term “control” shall mean, as to any such other
Person, (a) direct or indirect ownership of more than fifty percent (50%) (or such lesser percentage as is the maximum allowed
to be owned by a foreign corporation in a particular jurisdiction) of the voting interests or other ownership interests in the
Person in question, or (b) possession, directly or indirectly, of the power to direct or cause the direction of management or policies
of the Person in question (whether through ownership of securities or other ownership interests, by contract or otherwise).


 


1.9           “Agency”
means any applicable Governmental Authority involved in the regulation of or the granting of approvals for the research, Development,
Manufacturing, Commercialization, handling, use, storage, import, transport, distribution, marketing, sale, reimbursement and/or
pricing of Products or GE Products in the Field in the Unrestricted Territory and in the Restricted Field in the Restricted Territory.


 


1.10        “Aggregate
Sales” means the aggregate consideration actually received by Lion, and all sublicensees and Affiliates of Lion, whether
as money, securities, or otherwise, including, without limitation, all income, revenue, or other payments received by any of the
foregoing, from the sales or distribution of Covered Products and Covered GE Products. For avoidance of doubt, to calculate the
Aggregate Sales hereunder, “revenue actually received” by Lion and all sublicensees and Affiliates of Lion shall mean
revenue recognized in accordance with U.S. GAAP, provided that consideration from the sale or distribution of each unique Covered
Product and Covered GE Product shall only be counted once.


 


1.11        “Antigens”
means molecules, including, but not limited to, peptides, polysaccharides and lipids, that are recognized by antigen-specific receptors,
such as a B-Cell or T-Cell receptors and are capable of inducing an immune response.


 




    	 	2	 



     


    

 


1.12        “Antigen-Edited
Lymphocytes” means Lymphocytes that are produced by exposure to Antigens and Expansion in supportive conditions, such
as Cytokine Cocktails, CD3 antibodies, and/or other selection/growth conditions that promote their survival/Expansion; provided,
however, as used in this definition of “Antigen-Edited Lymphocytes”, the term “Antigens” shall not
include Antigens naturally occurring and present in the same Tumor sample from which the TIL are obtained prior to isolation of
the TIL from the Tumor sample.


 


1.13        “Applicable
Laws” means each applicable federal, state, local or foreign constitution, treaty, law, statute, ordinance, rule, regulation,
interpretation, directive, policy, order, writ, award, decree, injunction, judgment, stay or restraining order of any Governmental
Authority, the terms of any Regulatory Approval, and any other ruling or decision of, agreement with or by, or any other requirement
of, any Governmental Authority. 


 


1.14        “Background
Patents” means Patents Controlled by Licensor as of the Effective Date of this Agreement, other than the Licensed Patents.


 


1.15        “Budget”
means the budget set forth in Schedule 2.3 attached hereto.


 


1.16        “Business
Day” means any day other than Saturday, Sunday or a day on which banking institutions in the state of Delaware are permitted
or obligated by law to close.


 


1.17        “Challenge”
shall have the meaning set forth in Section 8.4.2(b).


 


1.18        “Claim”
means allegations, actions, causes of action, claims, demand, investigations, administrative or legal proceedings, Proceedings,
and suits.


 


1.19        “Clinical
Trials Agreement” means that certain Clinical Trials Agreement to be executed by and between Lion and KH and attached
hereto at Schedule 4, as the same may be amended from time to time.


 


1.20        “Code”
shall have the meaning set forth in Section 8.7.


 


1.21        “Commercialize”/“Commercialization”/“Commercializing”/“Commercialized”
means activities directed to the marketing, promotion, use, selling, or offering for sale of a product, including pre-marketing,
advertising, educating, planning, marketing, promoting, distributing, importing, exporting, post-marketing safety surveillance
and reporting. For clarity, Commercialization shall not include any activities related to the Manufacturing or Development of Products
or GE Products.


 




    	 	3	 



     


    

 


1.22        “Commercially
Reasonable Efforts” means, with respect to a Party, carrying out of tasks and obligations under this Agreement with respect
to the Development, Manufacture or Commercialization of a Product or GE Product, as applicable, at the level of efforts as would
be consistent with actions in respect to a product Controlled by such Party that is of a market potential similar to the market
potential of such Product or GE Product, as applicable, and at a similar stage in the Development or of its product life, taking
into account data from Product- or GE-Product-related (as applicable) clinical trials (whether or not such Party is the sponsor
of such trial); establishment or projected position of such Product or GE Product, as applicable, in the marketplace; the competitiveness
of the marketplace; the proprietary position of the Product or GE Product, as applicable; any blocking Third Party intellectual
property positions, as applicable; the regulatory environment with respect to products similar to the Product or GE Product, as
applicable; the likelihood of Regulatory Approval; the actual or projected pricing and reimbursement of such Product or GE Product;
the relative safety, efficacy, convenience and product label of the Product or GE Product (as applicable) as compared to other
products; the actual or projected profitability of such Product or GE Product, including the cost of Manufacture, royalties and
milestones payable to Licensors of Patent or other Intellectual Property rights; and all other relevant scientific, technical and
commercial factors. Commercially Reasonable Efforts shall be determined on a market-by-market and indication-by-indication basis
for a particular Product or GE Product, as applicable, and it is anticipated that the level of effort shall be different for different
markets and different indications and shall change over time, reflecting changes in the status of the Product or GE Product, as
applicable, and the market(s) and indication(s) involved.


 


1.23        “Competitive
Infringement” shall have the meaning set forth in Section 6.3.1.


 


1.24        “Completion
of Clinical Studies” means receipt by Lion of the final clinical study reports in a format consistent with the structure
and content guidelines set forth in the ICH E3 guidance, “Structure and Content of Clinical Study Reports”
for at least one (1) of the Clinical Studies (as defined in the Clinical Trials Agreement).


 


1.25        “Completion
Notice” shall have the meaning set forth in Section 2.2.2(a).


 


1.26        “Confidential
Information” shall mean Lion Confidential Information or PolyBioCept Confidential Information, as applicable, except
Confidential Information shall not include information that the Recipient can substantiate by documentary evidence: (a) was known
to the Recipient at the time of its receipt; (b) was, or has become, publicly known and made generally available in the public
domain through no wrongful act of the Recipient; (c) is rightfully received from lawful disclosure by a third party without any
breach of this Agreement or such third party’s obligations of confidentiality; (d) is approved for release by prior written
authorization of the Discloser; (e) is independently developed by the Recipient (as established by dated documentation) without
access to the information provided by the Discloser; or (f) the Recipient is required by law to disclose pursuant to a court order,
the [* * *] Agreement (subject to Section 6.1.1(d)), or other governmental requirement, but with respect to a disclosure required
by law pursuant to a court order or other governmental requirement, only if the Recipient gives reasonable notice to the Discloser,
uses its commercially reasonable efforts to limit such disclosure in a manner reasonably satisfactory to the Discloser and, to
the extent permissible under Applicable Laws, provides the Discloser a reasonable opportunity to seek a protective order.


 


1.27        “Confidentiality
Agreement” means the Confidentiality and Nondisclosure Agreement dated October 16, 2015, between Lion and PolyBioCept.


 


1.28        “Consulting
Agreement” means the certain Consulting Agreement dated September 14, 2016, executed by and between Lion and PolyBioCept
and attached hereto at Schedule 5, as the same may be amended from time to time.


 




    	 	4	 



     


    

 


1.29        “Contest”
shall have the meaning set forth in Section 8.4.2(b).


 


1.30        “Control”
/ “Controlled” means, with respect to any intellectual property right, that a Party owns, has a license or sublicense
to, or otherwise has the legal right to grant access, license or sublicense in or to such right without violating the terms of
any agreement or other arrangement with any Third Party.


 


1.31        “Covered
GE Product” means a GE Product, the manufacture, importation, use, offer for sale, or sale of which, would infringe a
Valid Claim of an Issued Licensed Patent but for the license granted in Section 2.1.1.


 


1.32        “Covered
Product” means a Product, the manufacture, importation, use, offer for sale, or sale of which, would infringe a Valid
Claim of an Issued Licensed Patent but for the license granted in Section 2.1.1.


 


1.33        “Cytokine
Cocktails” means combinations of cytokines and/or other prosurvival and/or proliferative factors and/or methods, including,
but not limited to, [* * *].


 


1.34        “Data
and Documentation” means Data and Documentation Nos. 1, 2, and 3 set forth in Section I on Schedule 2 attached
hereto, as such Data and Documentation Nos. 1, 2, and 3 exist as of the Effective Date, including any revisions made by PolyBioCept
to the tangible or electronic copy of Data and Documentation Nos. 2 and 3 and tangible or electronic copy of a previous draft of
Data and Documentation No. 1 received by Lion prior to the Effective Date.


 


1.35        “Data
and Documentation No. 1” has the meaning set forth in Section (I)(1) of Schedule 2 attached hereto.


 


1.36        “Data
and Documentation No. 2” has the meaning set forth in Section (I)(2) of Schedule 2 attached hereto.


 


1.37        “Data
and Documentation No. 3” has the meaning set forth in Section (I)(3) of Schedule 2 attached hereto.


 


1.38        “Deemed
Acceptance” has the meaning set forth in Section 2.2.2(b).


 


1.39        “Demonstration
of Concept” means the scope of work set forth in Section II on Schedule 2 attached hereto.


 


1.40        “Develop”
/ “Development” / “Developing” / “Developed” means non-clinical and clinical
research and biological product development activities, including toxicology, test method development and stability testing, process
development, formulation development, delivery system development, quality assurance and quality control development, statistical
analysis, clinical studies (including pre- and post-approval studies), regulatory affairs, and product approval and clinical study
regulatory activities.


 


1.41        “Discloser”
shall have the meaning set forth in Section 7.5.3(b).


 




    	 	5	 



     


    

 


1.42        “Discontinued
Maintenance” shall have the meaning set forth in Section 6.2.3(a).


 


1.43        “Designated
Senior Officers” shall have the meaning set forth in Section 10.4.


 


1.44        “Dispute”
shall have the meaning set forth in Section 10.4.


 


1.45        “Election
Not to Pursue” shall have the meaning set forth in Section 6.2.3(a).


 


1.46        “Election
To Pursue” shall have the meaning set forth in Section 6.2.3(a).


 


1.47        “EMA”
means the European Medicines Agency and any successor thereto.


 


1.48        “Enrich”
/ “Enrichment” / “Enriching” / “Enriched” means production of Lymphocytes
with an increased percentage of Selected Lymphocytes, in particular TILs.


 


1.49        “Equipment
and Materials” means the equipment and materials set forth in Schedule 2.2 attached hereto.


 


1.50        “Excluded
Claim” shall have the meaning set forth in Section 10.4.


 


1.51        “Exclusions”
has the meaning set forth in Section 2.1.6.


 


1.52        “Exclusive
License Payment” has the meaning set forth in Section 5.2.


 


1.53        “Expand”
/ “Expansion” / “Expanding” / “Expanded” means proliferation of Lymphocytes,
in particular TIL, wherein at least a subset of the proliferated Lymphocytes is clonally multiplied.


 


1.54        “FDA”
means the U.S. Food and Drug Administration and any successor thereto.


 


1.55        “FDCA”
means the U.S. Federal Food, Drug, and Cosmetic Act, as amended, and the rules, regulations, guidelines, guidances and requirements
promulgated thereunder, as may be in effect from time to time.


 


1.56        “15-Day
Notice Period” shall have the meaning set forth in Section 8.3.


 


1.57        “Field”
means all uses for the prevention, treatment, mitigation, palliation or diagnosis of cancer, except melanoma, in humans or animals.


 


1.58        “First
Approval” means the granting by the FDA or EMA, whichever occurs first, of marketing
authorization, which finalizes a process of reviewing and assessing the dossier to support a medicinal product in view of its marketing
(also called licensing, registration, approval, etc.).


 


1.59        “First
Approval Expansion Milestone Payment” shall have the meaning set forth in Section 5.4.4.


 




    	 	6	 



     


    

 


1.60        “First
Successful Completion of a Phase II Trial” means, with respect to the specified construct, formulation, and dose of a
specified Covered Product or Covered GE Product, the statistical demonstration in a Phase II Trial of safety and efficacy, sponsored
by Lion, its Representatives, or a sublicensee of Lion, using such Covered Product or Covered GE Product Manufactured by Lion,
its Representatives, or a sublicensee of Lion; provided, however, that the statistical demonstration in such Phase II Trial
is sufficient to support a Phase III Trial acceptable to the FDA or EMA, for the construct, formulation and dose of the same Covered
Product or Covered GE Product.


 


1.61        “GAAP”
means the U.S. Generally Accepted Accounting Principles.


 


1.62        “[*
* *] Agreement” means the Exclusive License Agreement among PolyBioCept AB, Markus Maeurer, Ernest Dodoo, Jakob Geyer,
Per Batelson, and [* * *] [* * *], executed on October 1, 2015, and effective as of April 28, 2015.


 


1.63        “[*
* *]-Maintained Licensed Patent” means a Licensed Patent that (i) is identified as “[* * *]-Maintained”
in Schedule 1 attached hereto and all subsequently filed Patents claiming priority thereto that are Controlled by
Licensor or (ii) constitutes or becomes a [* * *]-Maintained Licensed Patent under the [* * *] Agreement and all subsequently filed
Patents claiming priority thereto that are Controlled by Licensor.


 


1.64        “[*
* *] Notice” has the meaning set forth in Section 6.3.3(b).


 


1.65        “Genetically
Engineer” / “Genetic Engineering” / “Genetically Engineered” means modification
of the genome and/or the transcriptome of a cell, in particular a Lymphocyte. Genetic Engineering may be performed on the level
of DNA or RNA. Genetic Engineering includes, without limitation, genome editing by insertion, replacement, or removal of DNA from
the genome, e.g., by using artificially engineered nucleases; post-transcriptional gene modification, such as RNA interference;
or employing DNA or RNA delivery systems, not excluding different vector system or genetic material coupled to lipids or proteins.


 


1.66        “GE
Product” means Genetically Engineered TIL, including Genetically Engineered tumor-infiltrating T Cells, isolated from
Tumor samples, which Genetically Engineered TIL are produced by Expansion, Selection, and/or Enrichment using Cytokine Cocktails;
provided, however, that GE Product shall not include Genetically Engineered Antigen-Edited Lymphocytes.


 


1.67        “GE
Product Complaint” means a written, oral or electronic communication that alleges deficiencies related to the identity,
quality, purity, durability, reliability, safety, or effectiveness or performance of a GE Product.


 


1.68        “Governmental
Authority” means any supranational (e.g., the European Union (“EU”)), national, regional,
state, provincial, local or other government, or other court of competent jurisdiction, legislature, governmental, administrative
or regulatory agency, department, body, bureau, council or commission or any other supranational, national, regional, state, provincial,
local or other governmental authority or instrumentality, in each case having jurisdiction in any country or other jurisdiction.


 




    	 	7	 



     


    

 


1.69        “Government
Official” or “Public Official” means (i) any official, officer, employee, representative, or anyone
acting in an official capacity on behalf of (a) any government or any department or agency thereof; (b) any public international
organization (such as the United Nations, the International Monetary Fund, the International Red Cross, or the World Health Organization),
or any department, agency, or institution thereof; or (c) any government-owned or controlled company, institution, or other entity,
including a government-owned hospital or university; (ii) any political party or party official; and (iii) any declared candidate
for political office.


 


1.70        “ICC”
shall have the meaning set forth in Section 10.4.


 


1.71        “Indemnified
Party” has the meaning set forth in Section 9.1.3(a).


 


1.72        “Indemnifying
Party” has the meaning set forth in Section 9.1.3(a).


 


1.73        “Indemnity
Claim” has the meaning set forth in Section 9.1.3(a).


 


1.74        “Insured
Product Activity” has the meaning set forth in Section 9.2.1.


 


1.75        “Intellectual
Property” means Patents, Know-How, trademarks, service marks, registered designs, copyrights, database rights, design
rights, applications for any of the above, and any similar right recognized in any jurisdiction, together with all rights of action
in relation to the infringement or misappropriation of any of the above.


 


1.76        “Initial
Term” means the period beginning on the Effective Date and expiring thirty (30) years thereafter.


 


1.77        “Invalidity
Claim” has the meaning set forth in Section 6.3.3(a).


 


1.78        “Issued
Licensed Patent” means a Licensed Patent that has been granted (issued) by a Governmental Authority or pursuant to which
Licensor may otherwise bring a claim of infringement under or based upon.


 


1.79        “KI
Affiliated Hospital” means a hospital that is affiliated with Karolinska Institutet (“KI”), in particular
the Karolinska University Hospital (“KH”), for example, with locations in Stockholm, Stockholm Huddinge and
Stockholm Solna, Sweden.


 


1.80        “Know-How”
means any information, results and data of any type whatsoever, in any tangible or intangible form or medium whatsoever (including
in print, electronic or digital form), including databases, ideas, discoveries, inventions, Trade Secrets, practices, methods,
tests, assays, techniques, specifications, processes, formulations, formulae, knowledge, know-how, skill, experience, materials,
including pharmaceutical, chemical and biological materials, products and compositions, scientific, technical or test data (including
pharmacological, biological, chemical, biochemical, toxicological and clinical test data), analytical and quality control data,
stability data, studies and procedures, drawings, plans, designs, diagrams, sketches, technology, documentation and descriptions
and all other technical and business information.


 




    	 	8	 



     


    

 


1.81        “Knowledge”
and phrases of similar import mean the actual knowledge of the Party referenced and the knowledge that such Party would reasonably
be expected to possess after a diligent investigation of the subject matter in question. In the case of Licensor, “Knowledge”
shall include the actual knowledge of the Named Professors and the knowledge that such Named Professors would reasonably be expected
to possess after a diligent investigation of the subject matter in question.


 


1.82        “Labeling”
has the meaning set forth in Section 201(m) of the FDCA (21 U.S.C. § 321(m)) (or any successor or applicable foreign equivalent
thereto), including the applicable product’s label, packaging and package inserts accompanying such product, and any other
written, printed, or graphic materials accompanying such product, including patient instructions or patient indication guides.


 


1.83        “Liabilities”
means any and all awards, commitments, costs, damages, decrees, expenses, fines, judgments, levies, liabilities, losses, obligations,
orders, and penalties of any nature, whether accrued or unaccrued, fixed, absolute, contingent or otherwise.


 


1.84        “License
Agreements” mean all agreements executed by Licensor prior to the Effective Date of this Agreement that establish rights
in any Licensed Patent or Licensed Know-How to any Third Party, a list of which is provided in Schedule 3 attached
hereto.


 


1.85        “Licensed
Intellectual Property” means the Licensed Know-How and Licensed Patents.


 


1.86        “Licensed
Know-How” means all Know-How Controlled by Licensor as of the Effective Date of this Agreement that is necessary or useful
to Develop, Manufacture, or Commercialize Products or Develop, Manufacture, or Commercialize GE Products in the Field in the Unrestricted
Territory and in the Restricted Field in the Restricted Territory under Section 2.1.1; provided, however, that Licensed
Know-How shall not include any Know How subject to the Exclusions.


 


1.87        “Licensed
Patents” means Patents Controlled by Licensor as of the Effective Date, being listed in Schedule 1 attached
hereto; provided, however, that Licensed Patents shall not include any Patents subject to the Exclusions. For avoidance
of doubt, Licensed Patents includes any and all Patents that claim priority to one or more of the patent applications listed in
Schedule 1, whether currently pending or subsequently filed and/or granted (issued).


 


1.88        “Licensor
Indemnified Party” has the meaning set forth in Section 9.1.1.


 


1.89        “Licensor
Sole Inventions” has the meaning set forth in Section 6.1.1(b).


 


1.90        “Lion
Claim” has the meaning set forth in Section 9.1.1(a)(vi).


 


1.91        “Lion
Confidential Information” means Lion Sole Inventions (as defined in Section 6.1.1) and any Intellectual Property Controlled
by Lion relating to any of the foregoing and any and all tangible or intangible information (whether written, oral or in any electronic,
visual or other medium) that concerns Lion or its Representatives that is disclosed or provided to PolyBioCept or its Representatives
before or after the Effective Date in connection with the evaluation, negotiation, consideration, or consummation of, or pursuant
to, this Agreement or through any visits by PolyBioCept or its Representatives to Lion’s facilities (including any analyses,
materials, products or conclusions drawn or derived therefrom).


 




    	 	9	 



     


    

 


1.92        “Lion
Indemnified Party” has the meaning set forth in Section 9.1.2.


 


1.93        “Lion
Insurance” has the meaning set forth in Section 9.2.1.


 


1.94        “Lion-Maintained
Licensed Patents” means a Licensed Patent that becomes a Lion-Maintained Licensed Patent pursuant to Section 6.2.3 herein.


 


1.95        “Lion-Owned
Patents” mean Patents that claim Lion Sole Inventions (as defined in Section 6.1.1).


 


1.96        “Lion
Sole Inventions” has the meaning set forth in Section 6.1.1(a).


 


1.97        “Lymphocytes”
means natural killer cells, B Cells, and T Cells.


 


1.98        “Manufacture”/
“Manufacturing”/ “Manufactured” means making and having made, including all operations in
the acquisition of materials and the production, testing, warehousing, packaging, Labeling and, as applicable, release to the market,
importing and having imported.


 


1.99        “MPA”
means the Medical Product Agency and any successor thereto.


 


1.100      “Named
Professors” means Professors Markus Maeurer and Ernest Dodoo.


 


1.101      “Notice
of Acceptance” has the meaning set forth in Section 2.2.2(b).


 


1.102      “Notice
of Nonconformity” has the meaning set forth in Section 2.2.2(b).


 


1.103      “Notice
of Provisioned Facility” has the meaning set forth in Section 3 of Schedule 2.1 attached hereto.


 


1.104      “Notice
of True-up Amount” has the meaning set forth in Section 4(b) of Schedule 2.1 attached hereto.


 


1.105      “Original
Indications” means pancreatic cancer and glioblastoma.


 


1.106      “Party-Specific
Regulations” mean all judgments, decrees, orders or similar decisions issued by any Governmental Authority specific to
a Party, and all consent decrees, corporate integrity agreements, or other agreements or undertakings of any kind by a Party with
any Governmental Authority, in each case as the same may be in effect from time to time and applicable to a Party’s activities
contemplated by this Agreement.


 


1.107      “Patent
Fees” means the out-of-pocket costs incurred for the filing, prosecution and maintenance of Patents and other
Third Party fees related thereto, including any patent attorney fees and fees to Governmental Authorities associated therewith.


 




    	 	10	 



     


    

 


1.108      “Patents”
means the rights and interests in and to any and all issued patents and pending patent applications (including inventors certificates
and utility models) in any country or jurisdiction, including any and all provisionals, non-provisionals, substitutions, continuations,
continuations-in-part, divisionals and other continuing applications, supplementary protection certificates, renewals and letters
patent on any of the foregoing, and any and all reissues, reexaminations, extensions, confirmations, registrations and patents
of addition.


 


1.109      “PBC
Genetic Engineering Technology” means (a) Know-How comprising PolyBioCept Confidential Information to the extent comprising
any invention, apparatus, composition, method, process, or technique used for or useful in Genetic Engineering, and/or (b) Patents
Controlled by PolyBioCept to the extent disclosing any invention, apparatus, composition, method, process, or technique used for
or useful in Genetic Engineering. Notwithstanding the foregoing, to the extent any PBC Genetic Engineering Technology may be used
for or useful in exploiting the licenses granted in Sections 2.1.1 and/or 2.1.2 for purposes other than Genetic Engineering, such
use for purposes other than Genetic Engineering are deemed included in the licenses granted in Sections 2.1.1 and 2.1.2.


 


1.110      “Permitted
Lion Assignee” shall have the meaning set forth in Section 10.5


 


1.111      “Person”
means any individual, partnership, limited partnership, limited liability company, joint venture, syndicate, sole proprietorship,
corporation, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, or any
other legal entity.


 


1.112      
“Phase I Trial” means a human clinical trial of an investigational new drug in the U.S. or EU that would satisfy
the requirements of 21 C.F.R. § 312.21(a), or its foreign equivalent.


 


1.113      “Phase
II Period” has the meaning set forth in Section 8.4.2(d)(ii).


 


1.114      “Phase
II Trial” means a human clinical trial of an investigational new drug in the U.S. or EU that would satisfy the requirements
of 21 C.F.R. § 312.21(b), or its foreign equivalent.


 


1.115      “Phase
III Period” has the meaning set forth in Section 8.4.2(d)(iii).


 


1.116      “Phase
III Trial” means a human clinical trial of an investigational new drug in the U.S. or EU that would satisfy the requirements
of 21 C.F.R. § 312.21(c), or its foreign equivalent.


 


1.117      “Phase
IV Period” has the meaning set forth in Section 8.4.2(d)(iv).


 


1.118      “PolyBioCept
Claim” has the meaning set forth in Section 9.1.2(a)(vi).


 


1.119      “PolyBioCept
Confidential Information” means the Background Patents, Licensed Intellectual Property (including Licensed Patents and
Licensed Know-How), Licensor Sole Inventions, any Intellectual Property Controlled by Licensor relating to any of the foregoing,
and any and all tangible or intangible information (whether written, oral or in any electronic, visual or other medium) that concerns
PolyBioCept or its Representatives that is disclosed or provided to Lion or its Representatives before or after the Effective Date
in connection with the evaluation, negotiation, consideration, or consummation of, or pursuant to, this Agreement or through any
visits by Lion or its Representatives to PolyBioCept’s facilities (including any analyses, materials, products or conclusions
drawn or derived therefrom).


 




    	 	11	 



     


    

 


1.120      “PolyBioCept
Insurance” has the meaning set forth in Section 9.2.3.


 


1.121      “PolyBioCept-Maintained
Licensed Patent” means (i) a Licensed Patent that is identified as “PolyBioCept-Maintained” in Schedule
1 attached hereto and all subsequently filed Patents claiming priority thereto that are Controlled by Licensor, (ii) a
Licensed Patent that constitutes or becomes a PolyBioCept-Maintained Licensed Patent under the [* * *] Agreement and all subsequently
filed Patents claiming priority thereto that are Controlled by Licensor, or (iii) a Licensed Patent that PolyBioCept Elects To
Pursue pursuant to its step-in rights under the [* * *] Agreement and all subsequently filed Patents claiming priority thereto
that are Controlled by Licensor.


 


1.122      “PolyBioCept
Personnel” means PolyBioCept Representatives and Third-Party contractors selected by PolyBioCept to perform the Demonstration
of Concept.


 


1.123      “Proceeding”
means any claim (including any product liability claim), action, suit, arbitration, inquiry, audit, proceeding or investigation
by or before or otherwise involving, any Governmental Authority.


 


1.124      “Product”
means TIL, including tumor-infiltrating T Cells, isolated from Tumor samples, which TIL are produced by Expansion, Selection, and/or
Enrichment using Cytokine Cocktails; provided, however, that Product shall not include Antigen-Edited Lymphocytes.


 


1.125      “Product
Complaint” means a customer’s written, oral or electronic communication that alleges deficiencies related to the
identity, quality, purity, durability, reliability, safety, or effectiveness or performance of a Product.


 


1.126      “Product
Expansion Milestone Payment” shall have the meaning set forth in Section 5.4.1.


 


1.127      “Product
Selection/Enrichment Milestone Payment” shall have the meaning set forth in Section 5.4.2.


 


1.128      “Professional
Third Party” has the meaning set forth in Section 7.5.3(c).


 


1.129      “Recipient”
shall have the meaning set forth in Section 7.5.3(b).


 


1.130      “Regulatory
Approval” means all approvals (including marketing authorization, application approvals, and supplements and amendments
thereto and any required pricing approval), licenses, registrations or authorizations of any Governmental Authority necessary to
develop or commercialize goods.


 




    	 	12	 



     


    

 


1.131      “Regulatory
Authority” means, in a particular country or jurisdiction, any applicable Governmental Authority involved in granting
Regulatory Approval in such country or jurisdiction.


 


1.132      “Regulatory
Filings” means regulatory applications, submissions, notifications, communications, correspondence, registrations, marketing
authorization applications, and/or other filings made to, received from, or otherwise conducted with a Regulatory Authority in
connection with the development or commercialization of goods in a particular country or jurisdiction.


 


1.133      “Renewal
Term” has the meaning ascribed to that term in Section 8.1 of this Agreement.


 


1.134      “REP”
means the rapid Expansion process set forth in Data and Documentation No. 1.


 


1.135      “Representatives”
means, with respect to a Party, such Party’s Affiliates and each of that Party’s and its Affiliates’ respective
directors, officers, employees and agents. In the case of Licensor, “Representatives” shall include the Named Professors.


 


1.136      “Research
Program” has the meaning ascribed to that term in the Sponsored Research Agreement.


 


1.137      “Restricted
Field” means all uses for the prevention, treatment, mitigation, palliation or diagnosis of melanoma in humans or animals.


 


1.138      “Restricted
Territory” means worldwide, except for Russia, Ukraine, Belarus, Moldova, Estonia, Latvia, Lithuania, Kazakhstan, Kyrgyzstan,
Tajikistan, Turkmenistan, Uzbekistan, Armenia, Azerbaijan, and Georgia.


 


1.139      “Share”
means the unregistered common stock, par value of $0.000041666 per share, of Lion or the equivalent shares of a Permitted Lion
Assignee.


 


1.140      “Select”
/ “Selection” / “Selecting” / “Selected” means determining the presence
of specific Lymphocytes, in particular specific TILs, within a composition of Lymphocytes, e.g., based on the presence of
specific cell surface markers or epigenetic profiles. Selection may additionally include isolation of specific Lymphocytes, in
particular specific TILs from the composition.


 


1.141      “60-Day
Notice Period” shall have the meaning set forth in Section 8.3.


 


1.142      “Sponsored
Research Agreement” means that certain Sponsored Research Agreement to be executed by and between Lion and KI and attached
hereto at Schedule 6 upon execution, as the same may be amended from time to time.


 




    	 	13	 



     


    

 


1.143      “Taxes”
means all taxes of any kind, and all charges, fees, customs, levies, duties, imposts, required deposits or other assessments, including
all federal, state, local or foreign net income, capital gains, gross income, gross receipt, property, franchise, sales, use, excise,
withholding, payroll, employment, social security, workers’ compensation, unemployment, occupation, capital stock, ad valorem,
value added, transfer, gains, windfall profits, net worth, asset, transaction, and other taxes, and any interest, penalties or
additions to tax with respect thereto, imposed upon any Person by any taxing authority or other Governmental Authority under the
laws of the United States or any foreign Applicable Law.


 


1.144      “Term”
means the Initial Term and the Renewal Term(s), if any.


 


1.145      “Term
Sheet” has the meaning set forth in the recitals.


 


1.146      “Term
Sheet Fee(s)” has the meaning set forth in Section 5.1.


 


1.147      “TIL”
means tumor-infiltrating Lymphocytes.


 


1.148      “Third
Party” means any Person other than Lion, on the one hand, or PolyBioCept, on the other hand, or their respective
Representatives.


 


1.149      “Trade
Secrets” mean all tangible or intangible information that meets the definition of “trade secrets” under the
Delaware Uniform Trade Secrets Act (“DEUTSA”).


 


1.150      “Transfer
of Know-How” has the meaning set forth in Section 2.2.1.


 


1.151      “True-up
Amount” means the lesser of (i) the total cost and expenditures in performing the Transfer of Know-How, consistent with
the Budget, less one hundred fifty thousand dollars (US$150,000) or (ii) fifty thousand dollars (US$50,000).


 


1.152      “Tumors”
means all malignant tumors, including, in particular, malignant tumors containing TIL.


 


1.153      “Unrestricted
Territory” means worldwide.


 


1.154      “USPTO”
means the U.S. Patent and Trademark Office and any successor thereto.


 


1.155      “Valid
Claim” shall mean a claim of a granted (issued) and unexpired Licensed Patent in a jurisdiction where that claim (i)
has not been held unenforceable, unpatentable, or invalid by a Governmental Authority of competent jurisdiction in a final, unappealable
decision or judgment, or one for which the time for appeal has passed, and (ii) has not been admitted to be invalid or unenforceable
through disclaimer, surrender or otherwise; provided, however, that no admission of invalidity or unenforceability in a
reissue application shall constitute an admission of invalidity or unenforceability to the extent any claims are allowed and issue
in a subsequent Issued Licensed Patent from such reissue application.


 




    	 	14	 



     


    

 


1.156      Interpretation.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The word “or”
is not exclusive and the words “include,” “includes” and “including” shall be deemed to be
followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning
and effect as the word “shall.” This Agreement has been prepared jointly with the assistance of counsel and shall not
be strictly construed against any Party. The captions or headings of the Articles, Sections or other subdivisions hereof are inserted
only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context
requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed
as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified
(subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference
to any Applicable Laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement
having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision,
domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall
be construed to include the Person’s successors and assigns, (d) the words “herein,” “hereof,” and
“hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement”
shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to
such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles,
Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreement,
unless otherwise specified herein.


 


		2	LICENSES



 


2.1          License.


 


2.1.1       Exclusive
License Grant. Subject to the conditions, obligations, and terms hereof, Licensor hereby grants to Lion during the Term, an
exclusive license, with the right to grant and authorize sublicenses, under the Licensed Intellectual Property to (a) Develop,
Manufacture, Commercialize, and, subject to the restrictions in this Section and elsewhere in this Agreement, Genetically Engineer
Products in the Field in the Unrestricted Territory and in the Restricted Field in the Restricted Territory and (b) Develop, Manufacture,
and Commercialize GE Products in the Field in the Unrestricted Territory and in the Restricted Field in the Restricted Territory;
provided, however, that (i) PolyBioCept reserves (1) the right under the Licensed Intellectual Property to Develop and Manufacture
(but not Commercialize) Products in the Field in the Unrestricted Territory and in the Restricted Field in the Restricted Territory
for the sole purpose of Genetic Engineering said Products, (2) the right under the Licensed Intellectual Property to Genetically
Engineer Products and to Develop, Manufacture, and Commercialize GE Products, and (3) the right to engage its Representatives and
Third-Party contractors in exercising such rights retained under clauses (1) and (2) of this Section 2.1.1, and (ii) the licenses
granted to Lion in this Section 2.1.1 expressly exclude the right to use or otherwise exploit any PBC Genetic Engineering Technology
for Genetic Engineering.


 


2.1.2       Non-Exclusive
License Grant. Subject to the conditions, obligations, and terms hereof, Licensor hereby grants to Lion during the Term a non-exclusive
license, with the right to grant and authorize sublicenses, under the Background Patents to the extent necessary or useful to (a)
Develop, Manufacture, Commercialize, or, subject to the restrictions in this Section and elsewhere in this Agreement, Genetically
Engineer Products in the Field in the Unrestricted Territory and in the Restricted Field in the Restricted Territory or (b) Develop,
Manufacture, or Commercialize GE Products in the Field in the Unrestricted Territory and in the Restricted Field in the Restricted
Territory; provided, however, that the licenses granted to Lion in this Section 2.1.2 expressly exclude the right to use
or otherwise exploit any PBC Genetic Engineering Technology for Genetic Engineering.


 




    	 	15	 



     


    

 


2.1.3       Research
Rights. Notwithstanding the license rights granted under Section 2.1.1, PolyBioCept shall have the right to grant sublicenses
under the Licensed Intellectual Property to KI and/or a KI Affiliated Hospital, their Representatives and their Third-Party contractors
to Develop and Manufacture Products in the Field in the Unrestricted Territory and in the Restricted Field in the Restricted Territory
solely for KI’s and a KI Affiliated Hospital’s internal research and academic purposes, including use in the treatment
of patients in KI Affiliated Hospitals, provided that PolyBioCept shall not have the right to authorize KI and/or a KI Affiliated
Hospital, their Representatives and their Third-Party contractors to Commercialize the Products in the Field in the Unrestricted
Territory and/or in the Restricted Field in the Restricted Territory. For the avoidance of doubt, solely for purposes of this Section
2.1.3, “treatment of patients” for internal research and academic purposes will not constitute “Commercialization,”
even if a patient or a Third Party compensates KI and/or a KI Affiliated Hospital for such treatment.


 


2.1.4       Other
Licenses. Lion acknowledges that all rights granted by PolyBioCept to Lion hereunder are subject to the rights granted to [*
* *] (“[* * *]”) under the [* * *] Agreement and agrees that no rights granted hereunder shall conflict with any of
such rights granted under the [* * *] Agreement.


 


2.1.5       Sublicensing
and Sub-distributing. The licenses granted under Sections 2.1.1 and 2.1.2 include the right of Lion to engage its Representatives
and Third-Party contractors in exercising such rights and in carrying out its activities and obligations under this Agreement during
the Term. Lion may sublicense its rights hereunder during the Term, provided, however, that, notwithstanding anything to
the contrary herein, Licensor’s obligations to assist with and provide technology transfer to any contract manufacturer shall
be subject to the provisions of Section 2.2. Further, Lion shall enter into an agreement with each permitted sublicensee or distributor
under terms no less stringent than those hereof with respect to the obligations or rights that are being sublicensed and/or subcontracted
and with respect to the permitted uses and permitted disclosure of Background Patents, Licensed Intellectual Property, and other
Intellectual Property and Confidential Information of Licensor, and Lion shall be fully responsible for any breach of this Agreement
by any sublicensee or Third-Party contractors.


 


2.1.6       Exclusions.
Except as expressly stated herein, PolyBioCept grants no other rights in, or license under, the Intellectual Property Controlled
by PolyBioCept. The following is a non-exhaustive list of exclusions from the license rights granted to Lion under this Agreement:


 


(a)          offering
to sell and/or selling the Cytokine Cocktail under the Licensed Intellectual Property;


 




    	 	16	 



     


    

 


(b)          using
the Cytokine Cocktail under the Licensed Intellectual Property other than to (i) Develop, Manufacture, Commercialize, or, subject
to the restrictions in this Section and elsewhere in this Agreement, Genetically Engineer Products in the Field in the Unrestricted
Territory and in the Restricted Field in the Restricted Territory or (ii) Develop, Manufacture, or Commercialize GE Products in
the Field in the Unrestricted Territory or in the Restricted Field in the Restricted Territory under Section 2.1.1, including,
but not limited to, using the Cytokine Cocktail under the Licensed Intellectual Property to identify Antigens, neo-antigens, shared
Antigens, Antigens for chimeric Antigen receptors (“CARs”), B-Cell or T-Cell epitopes, T-Cell receptors (“TCRs”),
and/or recombinant antibodies;


 


(c)          Developing,
Manufacturing, Commercializing, and/or Genetically Engineering Products and/or Developing, Manufacturing, and/or Commercializing
GE Products under the Licensed Intellectual Property outside the Field in the Unrestricted Territory and/or outside the Restricted
Field in the Restricted Territory;


 


(d)          any
rights to or under European Patent Application No. EP 16 162 435.8 (and any and all Patents that are filed and/or issued after
the Effective Date and claim priority to said application), including, without limitation, determining the clinical/biological
relevance of a Product or GE Product according to a method described in the “platform;” identifying a TCR sequence
according to a method described in said application; or using, making, importing, having made, offering to sell, and/or selling
any other invention, product, apparatus, method, process, or technique described in said application, if and to the extent covered
by claims in said patent application;


 


(e)          any
rights to or under Patent Application No. PCT/EP 2015/062992 (and any and all Patents that are filed and/or issued after the Effective
Date and claim priority to said application), including, without limitation, using, making, importing, having made, offering to
sell, and/or selling the cell culture medium or any invention, product, apparatus, method, process, or technique described in Patent
Application No. PCT/EP 2015/062992 (and any and all Patents that are filed and/or issued after the Effective Date and claim priority
to said application), if and to the extent covered by claims in said patent application;


 


(f)          any
rights to or under Patents and/or Know-How Controlled by Licensor (or the portions thereof) claiming and/or pertaining to the GMP
cell reactor module (i.e., a device for the partial automation of cell Expansion with the Cytokine Cocktail under the Licensed
Intellectual Property, which is described in European Patent Publication No. EP2543719A1); or


 


(g)          any
rights to or under any PBC Genetic Engineering Technology, except as stated in the definition of “PBC Genetic Engineering
Technology.”


 


Section 2.1.6(a)-(g) above shall be known
as the “Exclusions.” Licensor acknowledges that Licensor’s Intellectual Property does not include (and
PolyBioCept has no basis in prohibiting Lion from using apart from) any apparatus, composition, method, process, or technique (i)
in the public domain now or in the future, (ii) that is disclosed but not claimed in a Patent granted (issued), except to the extent
subsequently claimed during the patent prosecution process and allowed and granted (issued), or (iii) that is Intellectual Property
Controlled by Lion or a Third Party and developed independently of Licensor’s Intellectual Property.


 




    	 	17	 



     


    

 


2.2          Transfer
of Know-How.


 


2.2.1       Licensed
Know-How. In furtherance of the licenses granted by Licensor to Lion under this Agreement, Licensor shall, or shall cause its
Representatives, at Lion’s expense to (a) transfer to Lion within two (2) Business Days of the Effective Date a tangible
or electronic copy of the Data and Documentation and (b) commence promptly after the Licensor’s receipt of a Notice of Provisioned
Facility from Lion and use Commercially Reasonable Efforts to complete as soon as is reasonably practicable thereafter, the performance
of the Demonstration of Concept for Lion in accordance with the Acceptance Criteria (“Transfer of Know-How”).
The Parties acknowledge that the Transfer of Know-How under this Section 2.2 is subject to the Additional Terms. PolyBioCept will
de-identify any pre-clinical or clinical trial data in the Data and Documentation and in any other Licensed Know-How to the extent
necessary to permit such transfer.


 


2.2.2       Acceptance
of Transfer of Know-How.


 


(a)          Upon
Licensor’s transfer of the Data and Documentation to Lion and performance of the Demonstration of Concept for Lion in accordance
with the Acceptance Criteria and Section 2.2.1 above, Licensor shall promptly provide Lion with written notice thereof (“Completion
Notice”). Lion acknowledges that prior to the Effective Date, Lion received a tangible or electronic copy of Data and
Documentation Nos. 2 and 3 and a tangible or electronic copy of a previous draft of Data and Documentation No. 1.


 


(b)          Following
Lion’s receipt of a Completion Notice from Licensor under subpart (a) or (c) of this Section, if Licensor has completed the
Transfer of Know-How in accordance with Section 2.2.1 above, then Lion shall promptly execute, and provide to Licensor an executed
copy of the Acceptance Certificate (“Notice of Acceptance”). Following Lion’s receipt of a Completion
Notice from Licensor under subpart (a) or (c) of this Section, if Lion does not agree that the Transfer of Know-How was completed
in accordance with Section 2.2.1 above, then Lion must provide to Licensor written notice specifying with as much detail as is
reasonably possible what Data and Documentation was not provided to Lion and/or in what respect the Demonstration of Concept fails
to comply with the Acceptance Criteria (“Notice of Nonconformity”). If Lion fails to provide a Notice of Acceptance
or a Notice of Nonconformity to Licensor within ten (10) business days following Lion’s receipt of a Completion Notice, then
Lion shall be deemed to have accepted the Transfer of Know-How (“Deemed Acceptance”). Any disputes as to a Notice
of Nonconformity will be subject to Section 10.4.


 


(c)          Subject
to Lion’s right to terminate pursuant to Section 8.4.1, upon Licensor’s receipt of a Notice of Nonconformity, Licensor
shall promptly commence and use Commercially Reasonable Efforts to complete as soon as is reasonably practicable thereafter, curing
each nonconformity identified in the Notice of Nonconformity. Once Licensor has cured each nonconformity identified in the Notice
of Nonconformity, Licensor shall promptly provide Lion with a Notice of Completion.


 




    	 	18	 



     


    

 


2.3           Rights
Retained by PolyBioCept. Notwithstanding anything herein to the
contrary, the licenses granted by Licensor hereunder shall be subject to the right of PolyBioCept (on behalf of itself and its
Affiliates and the licensees and assignees of PolyBioCept and its Affiliates) to use, reference and maintain copies of the Licensed
Intellectual Property and any Intellectual Property embodied therein, in each case, subject to the terms of Section 7.5.3:


 


(a)          pursuant
to the rights retained by PolyBioCept in Section 2.1;


 


(b)          to
extent necessary for PolyBioCept to fulfill any of its obligations under this Agreement;


 


(c)          to
extent necessary for PolyBioCept to fulfill any of its obligations under any License Agreement;


 


(d)          for
internal research by PolyBioCept; and


 


(e)          for
the defense or prosecution of any Proceeding in which PolyBioCept or any of its Representatives is a party or a potential party.


 


		3	REGULATORY MATTERS



 


3.1          Regulatory
Matters. As between the Parties, each Party will be responsible, at its own expense, for preparing and submitting all Regulatory
Filings with respect to Products Manufactured and/or Commercialized by such Party, its Representatives, its sublicensees or otherwise
on such Party’s behalf under the Licensed Intellectual Property, and such Regulatory Filings shall be made in such Party’s
name. As between the Parties, the Parties hereto agree that each Party shall be responsible, at its expense, for preparing and
submitting Regulatory Filings with respect to GE Products Manufactured and/or Commercialized by such Party, its Representatives,
its sublicensees or otherwise on such Party’s behalf under the Licensed Intellectual Property, and such Regulatory Filings
shall be made in its own name.


 


3.2          Safety.


 


3.2.1       Each
Party shall maintain or cause a Third Party to maintain a global safety database (and Product Complaints database), at such Party’s
expense, for the purposes of reporting Adverse Events and other reportable occurrences and inquiries regarding Products Manufactured
and/or Commercialized by such Party, its Representatives, its sublicensees or otherwise on such Party’s behalf under the
Licensed Intellectual Property to fulfill pharmacovigilance requirements to relevant government Agencies in accordance with Applicable
Laws. Each Party shall maintain or cause a Third Party to maintain a global safety database (and GE Product Complaints database),
at its expense, for the purposes of reporting Adverse Events and other reportable occurrences and inquiries regarding GE Products
Manufactured and/or Commercialized by such Party, its Representatives, its sublicensees or otherwise on such Party’s behalf
under the Licensed Intellectual Property to fulfill pharmacovigilance requirements to relevant government Agencies in accordance
with Applicable Laws.


 




    	 	19	 



     


    

 


3.2.2       During
the Term, each Party shall be responsible, at its expense, for recording, investigating, summarizing, notifying, reporting and
reviewing (or causing a Third Party to do so) all Adverse Events and other reportable occurrences and inquiries associated with
Products and GE Products Manufactured and/or Commercialized by such Party, its Representatives, its sublicensees or otherwise on
such Party’s behalf under the Licensed Intellectual Property in accordance with Applicable Laws and shall adhere to all requirements
of Applicable Laws related to the reporting and investigation of Adverse Events resulting from Products and GE Products Manufactured
and/or Commercialized by such Party, its Representatives, its sublicensees or otherwise on such Party’s behalf under the
Licensed Intellectual Property and other reportable occurrences and inquiries.


 


3.3         Compliance.


 


3.3.1       Compliance
with Applicable Laws. Each of the Parties shall, and shall cause their respective Representatives to, conduct all activities
under this Agreement in such a manner as to comply with all Applicable Laws.


 


3.3.2       Compliance
with Party-Specific Regulations. The Parties agree to cooperate with each other as may reasonably be required to ensure that
each is able to fully meet its obligations with respect to the Party-Specific Regulations applicable to it. Neither Party shall
be obligated to pursue any course of conduct that would result in such Party breaching or violating any Party-Specific Regulation
applicable to it. All Party-Specific Regulations are binding only in accordance with their terms and only upon the Party to which
they relate.


 


3.4         Exclusions.
Notwithstanding anything herein to the contrary, nothing in this Section 3 shall create any obligations
on Lion’s part for any Products or GE Products not Manufactured and/or Commercialized by Lion, a Lion Representative, a Lion
sublicensee or otherwise on behalf of Lion.


 


		4	DEVELOPMENT
AND COMMERCIALIZATION



 


4.1         Development
Efforts. During the Term, Lion shall use Commercially Reasonable Efforts to Develop under the Licensed Intellectual
Property one or more Products and one or more GE Products for use in the Field in the Unrestricted Territory and in the Restricted
Field in the Restricted Territory, provided that the foregoing does not require Lion to Develop under the Licensed Intellectual
Property one or more Products and one or more GE Products for use in the Field in the Unrestricted Territory and in the Restricted
Field in the Restricted Territory simultaneously.


 


4.2         Manufacturing
and Commercialization Efforts. During the Term, Lion shall use Commercially Reasonable Efforts to Manufacture, Genetically
Engineer (if applicable) and Commercialize under the Licensed Intellectual Property one or more Products and one or more GE Products
for use in the Field in the Unrestricted Territory and in the Restricted Field in the Restricted Territory, provided that the foregoing
does not require Lion to Manufacture, Genetically Engineer (if applicable) and Commercialize under the Licensed Intellectual Property
one or more Products and one or more GE Products for use in the Field in the Unrestricted Territory and in the Restricted Field
in the Restricted Territory simultaneously.


 


4.3         Principles
of Commercialization. During the Term, as between Licensor and Lion, each Party shall bear one hundred percent
(100%) of the expenses (including pre-marketing, marketing and detailing expenses) it has incurred or will incur in connection
with its Development, Manufacturing, Commercialization, and Genetic Engineering of Products and GE Products, as applicable, under
the Licensed Intellectual Property.


 




    	 	20	 



     


    

 


4.4         No
Obligation to Provide Further Assistance. No Party shall have any obligation to assist the other Party with respect to the
Development, Manufacturing, Commercialization, and/or Genetic Engineering activities of the other Party, except as expressly provided
herein, unless the Parties agree otherwise in writing.


 


4.5         Obligations
of the Parties with Respect to Inquiries. During the Term, each Party shall: (a) assume responsibility for all correspondence
and communication with health care professionals and customers relating to Products and GE Products Manufactured and/or Commercialized
by such Party, its Representatives, its sublicensees or otherwise on such Party’s behalf under the Licensed Intellectual
Property; (b) provide, at its expense, responses to inquiries from health care professionals and customers, and respond to emergency
questions relating to Products and GE Products Manufactured and/or Commercialized by such Party, its Representatives, its sublicensees
or otherwise on such Party’s behalf under the Licensed Intellectual Property; and (c) keep such records and make such reports
relating to Products and GE Products Manufactured and/or Commercialized by such Party, its Representatives, its sublicensees or
otherwise on such Party’s behalf under the Licensed Intellectual Property, as is reasonably necessary to document such communications
in compliance with all Applicable Laws.


 


4.6         Complaints.
During the Term, Lion shall be responsible, at its expense, for handling all Product Complaints with respect to Products Manufactured
and/or Commercialized by Lion, its Representatives, its sublicensees or otherwise on Lion’s behalf under the Licensed Intellectual
Property. During the Term, each Party shall be responsible, at its expense, for handling GE Product Complaints with respect to
GE Products Manufactured and/or Commercialized by such Party, its Representatives, its sublicensees or otherwise on such Party’s
behalf under the Licensed Intellectual Property, subject to any other contractual obligations that such Party may have.


 


4.7         Recalls.


 


4.7.1       Voluntary
Determination. Subject to Applicable Laws, as between Lion and Licensor, each Party shall be responsible for determining whether
and upon what terms and conditions the Products and GE Products Manufactured and/or Commercialized by such Party, its Representatives,
its sublicensees or otherwise on such Party’s behalf under the Licensed Intellectual Property shall be Recalled or otherwise
withdrawn from sale to Third Parties, and such Party shall be responsible for discussions with Agencies regarding all aspects of
the Recall decision and the execution thereof, at its sole expense.


 


4.7.2       Government
Directive. During the Term, if (a) any Agency issues a request, directive or order for a Recall of any Product or GE Product
Manufactured and/or Commercialized by a Party, its Representatives, its sublicensees or otherwise on such Party’s behalf
under the Licensed Intellectual Property or (b) a court of competent jurisdiction orders a Recall of any Product or GE Product
Manufactured and/or Commercialized by a Party, its Representatives, its sublicensees or otherwise on such Party’s behalf
under the Licensed Intellectual Property, then (as between Lion and Licensor) such Party shall be responsible for implementing
a Recall described in Section 4.7.1, at its sole expense.


 




    	 	21	 



     


    

 


		5	FINANCIAL TERMS



 


5.1         Term
Sheet Fee(s).  Licensor acknowledges that Lion made a non-refundable payment to PolyBioCept of one hundred thousand
dollars ($100,000) within five (5) days of execution of the Term Sheet (collectively, the “Term Sheet Fee”).


 


5.2         Exclusive
License Payment. Upon the Effective Date, in partial consideration for the Transfer of Know-How under Section 2.2.1
and licenses granted to Lion in Sections 2.1.1 and 2.1.2, Lion shall pay to PolyBioCept two million five hundred thousand dollars
($2,500,000) in cash, less the Term Sheet Fee already paid by Lion to PolyBioCept (the “Exclusive License Payment”).
Except as provided in Sections 8.4.1 and 8.4.3, the Exclusive License Payment is non-refundable.


 




    	 	22	 



     


    

 


5.3         Milestone
Payments. For avoidance of doubt, each of the milestones fees and Share issuances set forth in Sections 5.4 and 5.5 shall only
be made once, if at all, whether paid/issued pursuant to this Section 5, pursuant to Section 8.4.2(d) or otherwise. Any subsequent
Achievement of the same milestone will not trigger another payment of milestone fees and issuances of Shares under Sections 5.4
and 5.5. Each event (trial, approval, etc.) can only trigger one (1) milestone fee and Share issuance; the same event cannot be
used to trigger more than one (1) milestone payment and Share issuance under Sections 5.4 and 5.5. All Share numbers set forth
in Sections 5.4 and 5.5 shall be adjusted for stock splits, stock dividends, recapitalizations and like events affecting the common
stock of Lion after the Effective Date. Lion shall provide PolyBioCept with written notice within ten (10) Business Days of Achievement
of a milestone that triggers payment of a fee and/or issuance of Shares under Section 5.4 or 5.5.


 


5.4         Phase
II Successful Completion Milestone.


 


5.4.1       Product
Expansion. Within thirty (30) Business Days of Lion’s, its Representatives’, or a sublicensee of Lion’s [*
* *] of a Covered Product produced by Expansion using Cytokine Cocktails by Lion, its Representatives, or a sublicensee of Lion,
Lion shall (a) pay to PolyBioCept [* * *] in cash and (b) shall issue to PolyBioCept [* * *] Shares (“Product Expansion
Milestone Payment”).


 


5.4.2       Product
Selection and/or Enrichment. Within thirty (30) Business Days of Lion’s, its Representatives’, or a sublicensee
of [* * *] of a Covered Product produced by Selection and/or Enrichment using Cytokine Cocktails by Lion, its Representatives,
or a sublicensee of Lion, Lion shall (a) pay to PolyBioCept [* * *] in cash and (b) shall issue to PolyBioCept [* * *] Shares (“Product
Selection/Enrichment Milestone Payment”).


 


5.4.3       GE
Product. Within thirty (30) Business Days of Lion’s, its Representatives’, or a sublicensee of Lion’s [*
* *] of a Covered GE Product produced by Lion, its Representatives, or a sublicensee of Lion, Lion shall (b) pay to PolyBioCept
[* * *] in cash and (b) shall issue to PolyBioCept [* * *] Shares].


 


5.4.4       FDA
and EMA Approval Fees - Product Expansion. Within thirty (30) Business Days of First Approval by the FDA or EMA of a Covered
Product produced by Lion, its Representatives, or a sublicensee of Lion by Expansion using Cytokine Cocktails, Lion shall (a) pay
to PolyBioCept [* * *] in cash and (b) shall issue to PolyBioCept [* * *] Shares (“First Approval Expansion Milestone
Payment”).


 


5.4.5       FDA
and EMA Approval Fees - Product Selection and/or Enrichment. Within thirty (30) Business Days of First Approval by the FDA
or EMA of a Covered Product produced by Lion, its Representatives, or a sublicensee of Lion by Selection and/or Enrichment using
Cytokine Cocktails, Lion shall (a) pay to PolyBioCept [* * *] in cash and (b) shall issue to PolyBioCept [* * *] Shares.


 


5.4.6       FDA
and EMA Approval Fees - GE Product. Within thirty (30) Business Days of First Approval by the FDA or EMA of a Covered GE Product
produced by Lion, its Representatives, or a sublicensee of Lion, Lion shall (a) pay to PolyBioCept [* * *] in cash and (b) shall
issue to PolyBioCept [* * *] Shares.


 




    	 	23	 



     


    

 


5.5         Aggregate
Sales Fees.


 


5.5.1       [*
* *] Million. Within thirty (30) Business Days of Achievement of [* * *] in Aggregate Sales, Lion shall (a) pay to PolyBioCept
[* * *] in cash and (b) shall issue to PolyBioCept [* * *] Shares.


 


5.5.2       [*
* *]. Within thirty (30) Business Days of Achievement of [* * *] in Aggregate Sales, Lion shall (a) pay to PolyBioCept [*
* *] in cash and (b) shall issue to PolyBioCept [* * *] Shares.


 


5.6         Records
and Audits. During the Term and for two (2) years thereafter, Lion shall keep, and shall cause each sublicensee and Affiliate
to keep, books and records documenting the exploitation of the licenses granted under Sections 2.1.1 and 2.1.2, including, without
limitation, the Manufacturing and Commercialization of Covered Products and Covered GE Products in such reasonable detail as is
necessary to compute and confirm the calculation of Aggregate Sales. Until such time as PolyBioCept has received all of the payments
and Shares (or payment in lieu thereof) specified in Sections 5.4 and 5.5, PolyBioCept shall have the right upon written notice
to Lion, and during normal business hours to examine, inspect, copy and audit such books and records using a Third Party accountant
selected by PolyBioCept with no competitive affiliation to the Lion. The books and records shall be considered Lion Confidential
Information. In the event any examination and audit by PolyBioCept of such books and records reveals a delay in the fulfillment
of any obligation of Lion under Sections 5.4 and 5.5, Lion shall pay interest, calculated at the rate of one percent (1%) per month,
of the total value of cash and Shares that should have been paid and issued, respectively, from the time such amount of cash and
Shares should have been paid and issued until such amount is paid and such Shares issued. The failure of Lion, a sublicensee of
Lion or an Affiliate of Lion to keep books and records as required herein shall constitute a material breach by Lion.



 


5.7         Patent
Fees. Pursuant to the terms of the [* * *] Agreement, following the effective date of the [* * *] Agreement, [* * *] shall
pay all Patent Fees incurred with respect to [* * *]-Maintained Licensed Patents and PolyBioCept shall pay all Patent Fees incurred
with respect to PolyBioCept-Maintained Licensed Patents.


 


5.8         Currency.
All dollar ($) amounts specified in this Agreement are United States Dollar amounts unless otherwise specifically stated.


 


5.9         PolyBioCept
Bank Account. All payments by Lion to PolyBioCept hereunder shall be made by wire transfer to the PolyBioCept bank account,
as specified by PolyBioCept in writing.


 


5.10      Taxes.
Each Party will be responsible for its own Taxes. PolyBioCept will be responsible for payment for any Taxes properly collectible
from PolyBioCept under Applicable Law. Lion will be responsible for payment for any Taxes properly collectible from Lion under
Applicable Law.


 




    	 	24	 



     


    

 


5.11      Withholding
Taxes. The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible,
withholding taxes payable with respect to any payment and issuance of Shares to PolyBioCept under Section 5 herein and that they
shall use their best efforts to cooperate and coordinate with each other to achieve such objective. The Parties agree in good
faith to use reasonable efforts to obtain any available exemptions from withholding taxes and to assist each other in that regard.
Any tax paid or required to be withheld by Lion on account of any payment and/or issuance of Shares to PolyBioCept under Section
5 herein will be deducted from the amount otherwise due. Lion will secure and send to PolyBioCept proof of any such taxes withheld
and paid by Lion for the benefit of PolyBioCept. The Parties shall use commercially reasonable efforts to enable PolyBioCept to
take advantage of any applicable legal provision or tax treaty with the object of minimizing withholding tax.


 


		6	INTELLECTUAL
PROPERTY OWNERSHIP AND PROTECTION



 


6.1         Ownership
of Inventions.


 


6.1.1       Sole
Inventions.


 


(a)          As
between the Parties, Lion shall exclusively own (i) all inventions made solely by Lion, its consultants, and its Representatives
(excluding the Named Professors, unless otherwise agreed to by Lion and the Named Professors in writing) in the conduct of the
activities pursuant to this Agreement and (ii) all Know-How authored, conceived, created, and developed by Lion, its consultants,
and its Representatives (excluding the Named Professors, unless otherwise agreed to by Lion and the Named Professors in writing)
in the conduct of the activities pursuant to this Agreement (“Lion Sole Inventions”).


 


(b)          
As between the Parties, Licensor shall exclusively own all inventions made solely by Licensor, its employees, agents and consultants
acting consistent with, and not in violation of, this Agreement (“Licensor Sole Inventions”).


 


(c)          Licensor’s
ownership of Licensor Sole Inventions and Lion’s ownership of Lion Sole Inventions shall be on a worldwide basis in accordance
with and bearing with it the same rights as the exclusive ownership interests of inventors named on United States patents under
United States patent laws.


 


(d)          Licensor
covenants that it shall use commercially reasonable efforts (i) to ensure that any Lion Confidential Information that is created
by Lion or its Representatives during the Term and disclosed or made available to Licensor and/or any of the Named Professors is
not disclosed to [* * *], (ii) to ensure that [* * *]’ Right of First Offer under the [* * *] Agreement does not cover any
Intellectual Property outside of the Field (wherein the terms “Intellectual Property” and “Field” as used
in this Subpart (ii) have the meaning ascribed to such terms in the [* * *] Agreement), and (iii) to fulfill its obligations under
the [* * *] Agreement in such a way as to not limit or hinder Lion’s interests more than what is necessary to comply with
a strict interpretation of the [* * *] Agreement, in each case to the extent not prohibited by or in conflict with Licensor’s
or any of the Named Professor’s obligations under the [* * *] Agreement.


 




    	 	25	 



     


    

 


6.1.2       Inventorship.
For purposes of determining whether an invention is a Lion Sole Invention or a Licensor Sole Invention, questions of inventorship
shall be resolved in accordance with United States patent law.


 


6.2         Prosecution
and Maintenance of Patents.


 


6.2.1       PolyBioCept-Maintained
Licensed Patents.


 


(a)          In accordance with the terms of the [* * *] Agreement, PolyBioCept shall prepare, file, prosecute and maintain PolyBioCept-Maintained
Licensed Patents, including any appeal, interference, opposition or other post grant proceedings (e.g., inter-partes review)
related thereto, at PolyBioCept’s expense.


 


(b)          PolyBioCept shall keep Lion reasonably informed as to material developments with respect to the preparation, filing, prosecution
and maintenance of PolyBioCept-Maintained Licensed Patents, including, but not limited to, any action proposed by PolyBioCept or
[* * *] that would result in a substantive alteration in claim scope or reduction in breadth of claim scope of any PolyBioCept-Maintained
Licensed Patents with respect to any Product or GE Product (or their use or Manufacture). If Lion reasonably concludes that any
action, including any argument or claim amendment, proposed by PolyBioCept or [* * *] would result in a substantive alteration
in claim scope or reduction in breadth of claim scope of any PolyBioCept-Maintained Licensed Patents with respect to any Product
(or its use or Manufacture), then PolyBioCept and Lion shall review the proposed argument and/or claim amendment and following
such review PolyBioCept shall consider in good faith any comments with respect thereto provided by Lion; provided, however,
that PolyBioCept shall retain sole discretion with respect to implementing any such proposed argument and/or claim amendment.


 


(c)          To
the extent possible, without conflicting with the terms of this Agreement or the [* * *] Agreement, and subject to Section 6.2.3,
PolyBioCept shall take or authorize any actions reasonably necessary to further prosecution of the PolyBioCept-Maintained Licensed
Patents and the [* * *]-Maintained Licensed Patents, including but not limited to the filing of any necessary terminal disclaimers
or foreign equivalents thereof.


 


6.2.2       [*
* *]-Maintained Licensed Patents. PolyBioCept shall keep Lion reasonably informed as to material developments, of which
it has been reasonably informed by [* * *] pursuant to the [* * *] Agreement, with respect to the preparation, filing, prosecution
and maintenance of [* * *]-Maintained Licensed Patents, including, but not limited to, any action proposed by [* * *] that would
result in a substantive alteration in claim scope or reduction in breadth of claim scope of any [* * *]-Maintained Licensed Patents
with respect to any Product or GE Product (or their use or Manufacture).


 




    	 	26	 



     


    

 


6.2.3       Lion
Step-in Right.


 


(a)          PolyBioCept-Maintained
Licensed Patents. If PolyBioCept declines to file any national stage filings with the USPTO and/or any corresponding foreign
patent offices, and/or prosecute, or otherwise elects not to take actions necessary to avoid abandonment of (“Discontinued
Maintenance”), any PolyBioCept-Maintained Licensed Patent, then PolyBioCept shall promptly provide Lion with written
notice thereof not less than sixty (60) calendar days prior to the date by which an action is required in order to avoid abandonment
thereof or is required in order to avoid any statutory bar or to perfect any right of priority. If PolyBioCept receives written
notice from [* * *] of its election to prepare, file and prosecute such patent application and maintain such patents in such country
(“Election To Pursue”) or its election not to prepare, file and prosecute such patent applications and maintain
such patents in such country (“Election Not To Pursue”), then PolyBioCept shall promptly provide Lion with written
notice of the same. If [* * *] provides PolyBioCept with written notice of its Election To Pursue, then such PolyBioCept-Maintained
Licensed Patent shall become for all purposes a [* * *]-Maintained Licensed Patent and shall continue to be a Licensed Patent and
Licensed Intellectual Property for purposes of this Agreement. If [* * *] provides PolyBioCept with written notice of its Election
Not To Pursue, then Lion may, upon written notice to PolyBioCept, prepare, file and prosecute such patent application and maintain
such patents in such country, at its own expense, whereupon such PolyBioCept-Maintained Licensed Patent shall become for all purposes
a Lion-Maintained Licensed Patent and shall continue to be a Licensed Patent and Licensed Intellectual Property for purposes of
this Agreement.


 


(b)          [*
* *]-Maintained Licensed Patents. If PolyBioCept receives written notice from [* * *] of its Discontinued Maintenance of
any [* * *]-Maintained Licensed Patent, PolyBioCept shall promptly provide Lion with written notice of the same and of PolyBioCept’s
Election To Pursue or Election Not To Pursue not less than thirty (30) days prior to the date by which an action is required in
order to avoid abandonment thereof or is required in order to avoid any statutory bar or to perfect any right of priority. If PolyBioCept
Elects Not To Pursue, Lion may, upon written notice to PolyBioCept, prepare, file and prosecute such patent applications and maintain
such patents in such country, at its own expense, whereupon such [* * *]-Maintained Licensed Patent shall become for all purposes
a Lion-Maintained Licensed Patent and shall continue to be a Licensed Patent and Licensed Intellectual Property for purposes of
this Agreement.


 


6.2.4       Cooperation
Between Parties. Each Party agrees to cooperate with the other with respect to the contemplation, preparation, filing, prosecution
and maintenance of the Licensed Patents and Lion-Owned Patents pursuant to this Section 6.2, including the execution of all such
documents and instruments and the performance of such acts as may be reasonably necessary in order to permit the counsel of the
Party that has the right or obligation under this Agreement to prepare, file, prosecute and maintain such Patents to do so; provided,
however, nothing herein shall require an assignment or other change of ownership of the Patents.


 


6.3         Third-Party
Infringement of Licensed Patents.


 


6.3.1       Notice.
Each Party shall promptly notify the other Party in writing of any (a) infringement of any of the Licensed Patents in the Field
in the Unrestricted Territory or in the Restricted Field in the Restricted Territory or (b) unauthorized use of any of the Licensed
Intellectual Property, in each case that is adverse to any Product and/or GE Product, of which such Party becomes aware (“Competitive
Infringement”), and shall provide the other Party with all available evidence supporting such infringement, suspected
infringement, unauthorized use or suspected unauthorized use (except to the extent that such evidence is protected as attorney
work product, attorney-client communication or other established legal privilege).


 




    	 	27	 



     


    

 


6.3.2       Licensed
Intellectual Property; Enforcement Rights.


 


(a)          As
between the Parties, Lion shall have the first right at its expense, but not an obligation, to initiate a suit or take other appropriate
action that Lion reasonably believes is required to abate an infringement of the Licensed Intellectual Property with respect to
any Product in the Field in the Unrestricted Territory and in the Restricted Field in the Restricted Territory. Lion shall give
PolyBioCept sufficient advance notice of its intent to file any such suit or take any such action, and the reasons therefor, and
shall provide PolyBioCept with an opportunity, but not an obligation, to make suggestions and comments regarding such suit or action.
Thereafter, Lion shall keep PolyBioCept informed, and shall from time to time consult with PolyBioCept regarding the status of
any such suit or action; provided, however, that PolyBioCept shall have no obligation to provide advice regarding such suit
or action. Lion shall promptly (i.e., within five (5) business days of filing or receipt by Lion to the extent practicable,
but within such period of time so as not to materially prejudice PolyBioCept) provide PolyBioCept with copies of all material documents
(e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory
responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial
testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. Any recovery obtained
as a result of any proceeding pursuant to this Section 6.3.2(a), by settlement or otherwise, shall be applied in the following
order of priority: (A) first, each Party shall be reimbursed, on a pro rata basis, for all costs incurred by such Party
in connection with such suit and (B) second, any remainder shall be retained by or paid to Lion.


 


(b)          If
Lion chooses not to initiate a suit or take other appropriate action under Section 6.3.2(a) above within ninety (90) days
of becoming aware of the infringement, then Lion will so notify PolyBioCept of its intention, in which case PolyBioCept
shall have the right at its expense, but not the obligation, to initiate such suit or take such other appropriate action. PolyBioCept
shall give Lion sufficient advance notice of its intent to file any such suit or take any such action. Any recovery obtained as
a result of any proceeding pursuant to this Section 6.3.2(b), by settlement or otherwise, shall be applied in the following order
of priority: (A) first, each Party shall be reimbursed, on a pro rata basis, for all costs incurred by such Party in connection
with such suit and (B) second, any remainder shall be retained by or paid to PolyBioCept.


 


6.3.3       Patent
Invalidity Claim.


 


(a)          Each
Party shall promptly notify the other Party in writing in the event that it becomes aware of any claim asserted by a Third Party
that a Licensed Patent is invalid or otherwise unenforceable (an “Invalidity Claim”), whether as a defense in
an infringement action brought by PolyBioCept or Lion pursuant to Section 6.3.2 or otherwise.


 


(b)          If
PolyBioCept elects not to contest an Invalidity Claim relating to a PolyBioCept-Maintained Licensed Patent, then PolyBioCept shall
so notify Lion of its intention within forty-five (45) days of receiving notice of such Invalidity Claim relating to a PolyBioCept-Maintained
Licensed Patent. PolyBioCept shall promptly notify Lion of its receipt of notice from [* * *] of [* * *]’ election not to
contest an Invalidity Claim (“[* * *] Notice”) relating to a PolyBioCept-Maintained Licensed Patent, in which
case Lion shall have the right to contest the Invalidity Claim relating to a PolyBioCept-Maintained Licensed Patent at its sole
cost.


 




    	 	28	 



     


    

 


(c)          PolyBioCept
shall promptly notify Lion of its receipt of [* * *] Notice relating to a [* * *]-Maintained Licensed Patent. If PolyBioCept elects
not to contest an Invalidity Claim relating to a [* * *]-Maintained Licensed Patent, then PolyBioCept shall so notify Lion of its
intention within forty-five (45) days of receiving the [* * *] Notice relating to a [* * *]-Maintained Licensed Patent, in which
case Lion shall have the right to contest the Invalidity Claim relating to a [* * *]-Maintained Licensed Patent at its sole cost.


 


(d)          Notwithstanding
anything herein to the contrary, no Party hereto will admit or otherwise agree in any settlement or other proceedings that a Licensed
Patent is invalid or unenforceable without the prior written consent of the other Party hereto.


 


		7	REPRESENTATIONS,
WARRANTIES, and covenants



 


7.1         Representations
and Warranties of Licensor. Licensor hereby represents and warrants to Lion that:


 


7.1.1       Corporate
Status. PolyBioCept is duly organized and validly existing and in good standing under the laws of Sweden, subject to the transferability
rights under Section 10.5 herein.


 


7.1.2       Authority
and Binding Effect. Licensor has the full power and authority to consummate the transactions contemplated hereby and enter
into this Agreement and any other documents contemplated hereby to which it is a party. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly authorized by the necessary corporate actions of Licensor.
This Agreement constitutes valid and legally binding obligations of Licensor enforceable against it in accordance with its terms,
except that such enforcement may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
laws (whether statutory, regulatory or decisional), now or hereafter in effect, relating to or affecting the rights of creditors
generally or by equitable principles (regardless of whether considered in a proceeding at law or in equity).


 


7.1.3       Non-Contravention.
The execution, delivery and performance by Licensor of this Agreement, and the transactions contemplated hereby do not (a) violate
any Applicable Law as of the Effective Date, (b) conflict with, violate or result in a breach of any provision of the corporate
charter, by-laws or other organizational documents of Licensor, (c) constitute a material violation or breach by Licensor of any
provision of any material contract, agreement or instrument to which Licensor is a party or to which Licensor may be subject although
not a party, or (d) require Licensor to obtain any consents, approvals or authorizations of any Governmental Authority (other than
approval of the transfer of the Regulatory Approvals) as of the Effective Date.


 




    	 	29	 



     


    

 


7.1.4       Intellectual
Property.


 


(a)          As
of the Effective Date, the Named Professors are shareholders of Licensor.


 


(b)          As
of the Effective Date and to the Knowledge of Licensor, none of the Licensed Intellectual Property or Background Patents is invalid
or unenforceable. Markus Maeurer is the sole inventor of the Licensed Patents.


 


(c)          Licensor
Controls all right, title and interest in and to the (i) Patents listed on Schedule 1, (ii) the Data and Documentation listed in
Section I on Schedule 2, (iii) the Know-How encompassed in the Demonstration of Concept listed in Section II on Schedule 2, (iv)
Licensed Intellectual Property and (v) Background Patents, and Licensor has the right to grant to Lion the licenses granted under
Sections 2.1.1 and 2.1.2, and has no reason to believe that that any prior assignment of such Patents listed on Schedule 1, the
Data and Documentation listed in Section I on Schedule 2, the Know-How encompassed in the Demonstration of Concept listed in Section
II on Schedule 2, Licensed Intellectual Property and Background Patents to Licensor is unenforceable or invalid.


 


(d)          Excluding
the License Agreements, as of the Effective Date and to the Knowledge of Licensor, Licensor has not previously assigned, transferred,
conveyed, licensed or otherwise encumbered its right, title or interest in or to the (i) Patents listed on Schedule 1, (ii) the
Data and Documentation, (iii) the Know-How encompassed in the Demonstration of Concept, (iv) Licensed Intellectual Property, (v)
Background Patents, nor (vi) Products or GE Products in the Field or Restricted Field that would conflict with the licenses granted
under Sections 2.1.1 and 2.1.2.


 


(e)          As
of the Effective Date, Licensor has not received written notice from any Third Party claiming that the practice of the Licensed
Intellectual Property or Background Patents infringes or misappropriates any Patent or other Intellectual Property rights of any
Third Party. As of the Effective Date and to the Knowledge of Licensor, the practice of the Licensed Intellectual Property and
Background Patents to Develop, Manufacture, Commercialize, and Genetically Engineer Products in the Field in the Unrestricted Territory
and in the Restricted Field in the Restricted Territory does not infringe or misappropriate Patent or other Intellectual Property
rights of any Third Party. As of the Effective Date and to the Knowledge of Licensor, the Licensed Patents and Background Patents
are not the subject of any interference proceeding and there is no pending or threatened action, suit, proceeding or claim by a
Third Party challenging Licensor’s ownership rights in, or the validity or scope of, the Licensed Patents or Background Patents.


 


7.1.5       Products.
Licensor has not withheld any information related to the Licensed Intellectual Property, Background Patents, Products or GE
Products in the Field or Restricted Field, including clinical data and Regulatory Filings, that would be reasonably determined
to be material to Lion’s decision to enter into this Agreement.


 


7.1.6       License
Agreements. All License Agreements are listed in Schedule 3 attached hereto.


 




    	 	30	 



     


    

 


7.1.7       Regulatory.
 As of the Effective Date and to the Knowledge of Licensor, there are no FDA (or equivalent) “field alerts”
(or the equivalent in countries outside the United States) pending with respect to any Products or GE Products in the Field or
Restricted Field.


 


7.1.8       Clinical
Trials. All pre-clinical and clinical trials of Products and of
GE Products in the Field or Restricted Field conducted by or on behalf of Licensor were conducted in accordance with Applicable
Laws.


 


7.1.9       Litigation.
As of the Effective Date, there is no Proceeding pending or, to the Knowledge of Licensor, threatened (i) that could reasonably
be expected to prevent the consummation of the transactions contemplated by this Agreement or (ii) that is related to the Licensed
Intellectual Property or any Product or GE Product in the Field or Restricted Field.


 


7.1.10    Shares.


 


(a)          Investment
Experience. Licensor agrees that it has received all the information it considers necessary or appropriate to enable it to
decide whether to acquire Shares hereunder. Licensor has had an opportunity to become aware of Lion’s business affairs and
financial condition, ask questions and receive answers, and review documents and gather information about Lion. Licensor has acquired
sufficient information about Lion to reach an informed and knowledgeable decision to acquire Shares hereunder. Licensor has such
business and financial experience as is required to give it the capacity to protect its own interests in connection with the acquisition
Shares hereunder and can bear the economic risk of its investment.


 


(b)          Investment
Intent. Licensor is acquiring the Shares for investment for its own account only and not with a view to, or for resale in connection
with, any “distribution” thereof within the meaning of the 1933 Act. Licensor has no present intention of selling,
granting any participation in, or otherwise distributing the Shares, except in compliance with the 1933 Act or pursuant to an available
exemption thereunder.


 


(c)          Restricted
Securities. Licensor understands that as of the date of each issuance, the Shares have not been registered under the 1933 Act,
or registered or qualified under any other securities law, in reliance on specific exemptions therefrom, which exemptions may depend
upon, among other things, the bona fide nature of Licensor’s investment intent as expressed herein. Licensor is familiar
with Rule 144 under the 1933 Act, as in effect on the date of each issuance, and understands the resale limitations imposed thereby
and by the 1933 Act.


 


(d)          No
Legal, Tax or Investment Advice. Licensor understands that nothing in this Agreement or any other materials presented to Licensor
in connection with the acquisition of Shares hereunder constitutes legal, tax or investment advice. Licensor has consulted such
legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its acquisition
of Shares hereunder.


 




    	 	31	 



     


    

 


7.1.11     Limitations
of Certain Representations and Warranties of Licensor. The representations and warranties of Licensor in Sections 7.1.4(c)
and 7.1.5 shall expire twelve (12) months following the Effective Date. Further, the following shall not constitute a breach of
any representation or warranty under Section 7.1: (a) a determination or rejection by the USPTO or a foreign equivalent thereof
during the prosecution of any Licensed Patent; (b) if made more than twelve (12) months after the Effective Date, a Claim by a
Third Party or a determination by a Governmental Authority that Licensor does not Control any Licensed Intellectual Property; or
(c) except for the representation and warranty in Section 7.1.4(b), a Claim by a Third Party or a determination by a Governmental
Authority that any Licensed Intellectual Property is invalid or unenforceable.


 


7.2         Representations
and Warranties of Lion. Lion hereby represents and warrants to Licensor that:


 


7.2.1       Corporate
Status. Lion is a corporation duly organized and validly existing and in good standing under the laws of the state of Nevada
and is duly qualified to conduct business in any other jurisdiction where the failure to so qualify would cause a material adverse
effect on the business, operations, assets, financial condition, or prospects of Lion, subject to subject to the transferability
rights under Section 10.5 herein.


 


7.2.2       Authority
and Binding Effect. Lion has the full power and authority, and has taken or obtained all requisite internal corporate or other
actions and approvals, to enter into, execute and deliver this Agreement and any other documents contemplated hereby or thereby
to which it is or will be a party and to consummate the transactions contemplated hereby and thereby to which it is a party. The
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly
authorized by the necessary corporate actions of Lion. This Agreement and any other documents contemplated hereby or thereby constitute
valid and legally binding obligations of Lion and its Affiliates enforceable against them in accordance with their respective terms
and conditions, except that such enforcement may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other laws (whether statutory, regulatory or decisional), now or hereafter in effect, relating to or affecting the
rights of creditors generally or by equitable principles (regardless of whether considered in a proceeding at law or in equity).


 


7.2.3       Non-Contravention.
The execution, delivery and performance by Lion of this Agreement, and any other agreements contemplated hereunder, and the transactions
contemplated hereby and thereby do not (a) violate any Applicable Law as of the Effective Date, (b) conflict with, violate or result
in a breach of any provision of the corporate charter, by-laws or other organizational documents of Lion, (c) constitute a material
violation or breach by Lion of any provision of any material contract, agreement or instrument to which Lion is a party or to which
Lion may be subject although not a party, or (d) require Lion to obtain any consents, approvals or authorizations of any Governmental
Authority (other than approval of the transfer of the Regulatory Approvals) as of the Effective Date.


 


7.2.4       Litigation.
As of the Effective Date, there is no Proceeding pending or, to the Knowledge of Lion, threatened which could reasonably be expected
to prevent the consummation of the transactions contemplated by this Agreement


 


7.2.5       Debarred
Personnel. As of the Effective Date, Lion has not been debarred and is not subject to debarment pursuant to Section 306 of
the FDCA, as amended, or any foreign equivalent thereof, nor is it the subject of a conviction described in such Section and no
such Proceeding is pending.


 




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7.3         Disclaimers.
EXCEPT AS EXPLICITLY SET FORTH IN SECTIONS 7.1, 7.2, AND 7.5.3(d), THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES TO EACH OTHER,
EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, VALIDITY, FITNESS FOR A PARTICULAR
PURPOSE, COMMERCIAL UTILITY, OR ADEQUACY, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. UNLESS
EXPLICITLY SET FORTH IN SECTIONS 7.1, 7.2, AND 7.5.3(d), THE PARTIES SPECIFICALLY DISCLAIM ANY WARRANTY: (I) CONCERNING THE EFFICACY,
EFFICIENCY, ADEQUACY OR PATENTABILITY OF THE LICENSED INTELLECTUAL PROPERTY FOR THE PURPOSE OF DEVELOPING, MANUFACTURING, COMMERCIALIZING,
OR GENETICALLY ENGINEERING PRODUCTS OR DEVELOPING, MANUFACTURING, OR COMMERCIALIZING GE PRODUCTS; (II) CONCERNING THE EFFICACY
OR SAFETY FOR HUMAN USE OF ANY PRODUCT OR GE PRODUCT OR (III) CONCERNING LEGAL AND REGULATORY REQUIREMENTS THAT MUST BE SATISFIED
BY LION BEFORE LION WILL BE ABLE LAWFULLY TO DEVELOP, MANUFACTURE, COMMERCIALIZE, AND GENETICALLY ENGINEER PRODUCTS AND TO DEVELOP,
MANUFACTURE, AND COMMERCIALIZE GE PRODUCTS IN THE FIELD WITHIN THE UNRESTRICTED TERRITORY AND IN THE RESTRICTED FIELD WITHIN THE
RESTRICTED TERRITORY.


 


7.4         Covenants
of Lion. Lion hereby covenants and agrees that during the Term:


 


7.4.1       Insurance.
 Lion shall maintain in force the insurance required to be maintained thereby pursuant to Sections 9.2.1 and 9.2.2.


 


7.4.2       Taxes.
Lion shall bear and be responsible for and pay all applicable Taxes attributed to it related to the (a) licensing of Licensed Intellectual
Property and (b) Commercialization by Lion or its Representatives of Products and GE Products under the Licensed Intellectual Property
after the Effective Date, during the Term, and shall indemnify and hold Licensor and its Representatives harmless from any liability
relating to such Taxes.


 


7.4.3       Liability
for Sublicensees and Subcontractors. Lion shall be liable for the acts and omissions of its sublicensees or subcontractors
(including any of its Representatives) in performing or failing to perform Lion’s obligations hereunder to the same extent
as Lion would have been liable hereunder had Lion performed or failed to perform such obligations itself, and any sublicense or
subcontract shall not excuse Lion’s performance of or failure to perform its obligations hereunder.


 




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7.5         Mutual
Covenants. The Parties covenant and agree that:


 


7.5.1       Publicity.
The Parties agree that any publication, news release or other public announcement relating to this Agreement or to the performance
hereunder shall first be reviewed and approved by Lion in its sole discretion. To the extent practicable, each Party shall give
at least ten (10) Business Days advance notice to the other Party of any such intended disclosure, and each Party may provide any
comments on the proposed disclosure during such period, for which the other Party shall give due consideration; provided,
however, that a Party may, without the prior consent of the other Party, issue such press release or make such public statement
as may be required by Applicable Laws or the applicable rules of any stock exchange or quotation system if the Party issuing such
press release or making such public statement has used its reasonable best efforts to consult with the other Party and to obtain
such other Party’s consent but has been unable to do so in a timely manner.  In this regard, the Parties shall make
a joint public announcement of the execution of this Agreement and the transaction contemplated hereby no later than the opening
of trading on the Nasdaq Stock Market on the Business Day following the date on which this Agreement is signed.  In the event
that either Party is required to file or register this Agreement or a notification thereof with any Governmental Authority, the
filing Party shall promptly, to the extent practicable and legally permissible, inform the other Party thereof, and prior to making
any such filing, registration or notification obtain the prior written consent from the other Party, which such consent shall not
be unreasonably withheld.  If requested by the other Party, the filing Party shall, to the maximum extent permissible under
Applicable Laws and the Governmental Authority, seek confidential treatment of the Agreement and, if not permissible under Applicable
Laws, seek confidential treatment for one or more of provisions of the Agreement and the information that is required to be disclosed. 
The Parties shall cooperate, in such filing, registration or notification, including such confidential treatment request, which
shall be sought at the expense of the Party required to disclose the Agreement, and shall execute all documents reasonably required
in connection therewith. The Parties acknowledge that Lion will be required to file this Agreement with the United States Securities
and Exchange Commission, and PolyBioCept hereby consents to such filing. PolyBioCept requests that Lion seek confidential treatment
of this Agreement to the extent mutually agreed upon, provided that the Parties agree to seek confidential treatment of all financial
terms under the Agreement.


 


7.5.2       Cooperation.
During the Term, each Party shall use its respective commercially reasonable efforts to take, or cause to be taken, all actions
and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things, in each case necessary or
advisable to permit the consummation of the transactions contemplated hereby, including obtaining any consents, authorizations,
approvals, permits, licenses, or governmental authorizations, estoppel certificates and filings under any Applicable Law required
to be obtained or made by either of them which may be necessary or appropriate to permit the consummation of the transactions contemplated
hereby.


 


7.5.3       Confidentiality.


 


(a)          The
conditions, obligations and terms of the Confidentiality Agreement are hereby incorporated herein by reference; provided, however,
that (i) Section 6 of the Confidentiality Agreement is deleted and the term of the Confidentiality Agreement shall be coextensive
with the Term of this Agreement, (ii) Section 7 of the Confidentiality Agreement is deleted, and (iii) Section 15 of the Confidentiality
Agreement is deleted and the Confidentiality Agreement shall be subject to the laws of the state of Delaware, without giving effect
to the principles of conflict of laws. To the extent the Confidentiality Agreement conflicts with the conditions, obligations or
terms of this Agreement, this Agreement shall control.


 




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(b)          All
Confidential Information of a Party (the “Discloser”) received by the other Party or its Representatives (the
“Recipient”) shall be maintained in confidence by the Recipient and shall not be disclosed to any Third Party
or used for any purpose during the Term and for five (5) years after the expiration or termination of this Agreement (with the
exception of Know-How constituting a Trade Secret, which shall be maintained in confidence and not disclosed by the Recipient to
any Third Party or used for any purpose until and to the extent it ceases to be a Trade Secret under the DEUTSA), except as reasonably
necessary for the Recipient to perform its obligations or exercise its rights granted or retained pursuant to this Agreement; provided,
however, that the Recipient shall remain responsible and liable for any breach by such a Third Party of the confidentiality
and non-use obligations contained in this Agreement.


 


(c)          Notwithstanding
anything to the contrary contained in this Section 7.5.3, the Recipient may disclose Confidential Information of the Discloser
to its attorneys, accountants, consultants, agents, independent contractors or professional advisors who have a business need to
know such information in connection with the evaluation, negotiation, consideration, or consummation of this Agreement on behalf
of Recipient (a “Professional Third Party”); provided, however, that the Recipient shall remain responsible
and liable for any breach by such a Professional Third Party of the confidentiality and non-use obligations contained in this Agreement.


 


(d)          The
Recipient represents and warrants to the Discloser that any Third Party or Professional Third Party to whom it discloses Discloser’s
Confidential Information has agreed to be bound by confidentiality and non-use obligations at least as strict as those contained
in this Agreement, and/or is under a professional, fiduciary, or written obligation of confidentiality and non-use at least as
strict as those contained in this Agreement, prior to the disclosure of the Discloser’s Confidential Information to any Third
Party or Professional Third Party.


 


(e)          Any
use or disclosure of the Discloser’s Confidential Information by the Recipient for any purpose other than as provided in
Sections 7.5.3(b) and (c) shall be a material breach of this Agreement. Notwithstanding anything herein to the contrary, except
as provided in Section 6.1.1(d), PolyBioCept will not knowingly disclose Lion Confidential Information to any cell therapy company,
without Lion’s prior written consent.


 




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7.5.4       Performance.
Each Party shall perform and cause its Representatives to perform their respective obligations under this Agreement in accordance
with the terms and conditions hereof and thereof and all Applicable Laws. Each Party shall disclose all information required to
be disclosed under Applicable Laws requiring pharmaceutical companies to disclose to Governmental Authorities payments or transfers
of value that they made to covered recipients (“Sunshine Laws”). Each Party
shall, and shall cause its Representatives to, cooperate with the other Party in a timely manner following request therefor (which
in any event shall be sufficient time to reasonably permit the other Party to comply with Applicable Law) to provide any information
which the other Party requests in connection with Products or GE Products in the Field or Restricted Field in order to comply with
applicable Sunshine Laws or other Applicable Laws.


 


		8	TERM AND TERMINATION



 


8.1         Term.
Immediately following the Initial Term, this Agreement will automatically renew for consecutive periods of five (5) years, provided
that Lion does not provide Licensor with written notice of its election not to renew the Agreement (each, a “Renewal Term”).


 


8.2         Automatic
Termination. Subject to Applicable Law, if Lion (a) files a petition for reorganization, a petition for an arrangement or appointment
of a receiver or trustee of such Party or of its assets, or a petition in bankruptcy or insolvency in any state, country, or jurisdiction;
(b) is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within
sixty (60) days after the filing thereof; (c) is a party to any dissolution or liquidation or adjudicated bankrupt by any court
or agency pursuant to any statute or regulation of any state, country, or jurisdiction; (d) becomes insolvent or discontinues business;
or (e) makes an assignment for the benefit of creditors or any similar arrangement under any bankruptcy law, then this Agreement
will terminate immediately and automatically, without notice.


 


8.3         Termination
for Material Breach. In the event that either Party material breaches this Agreement and such material breach, the non-breaching
Party may terminate this Agreement by providing sixty (60) days’ written notice to the breaching Party, specifying its material
breach (the “60-Day Notice Period”). The termination shall become effective at the end of the 60-Day
Notice Period, unless the breaching Party cures such material breach during the 60-Day Notice Period. Notwithstanding anything
to the contrary, if Lion materially breaches Sections 4.1 and/or 4.2 and fails to cure such material breach during the 60-Day Notice
Period, Licensor agrees to only terminate the specific scope of the license rights related to such breach (by way of example, (a)
if Lion fails to Develop a GE Product as required under Section 4.1, this Agreement would only be terminated with regard to the
license rights to GE Products, not Products or (b) if Lion fails to Manufacture a Product as required under Section 4.2, this Agreement
would only be terminated with regard to the license rights to Products, not GE Products). In the event that Lion fails to timely
deliver any payment to PolyBioCept pursuant Section 5 herein, PolyBioCept may terminate this Agreement by providing fifteen (15)
days’ written notice to Lion, specifying the failure (the “15-Day Notice Period”). The termination shall
become effective at the end of the 15-Day Notice Period, unless Lion cures such failure during the 15-Day Notice Period. Except
for payment and Share-issuance obligations under Sections 5.2, 5.4.4, 5.4.5, and 5.4.6, the Notice Periods shall be tolled during
the pendency of any arbitration or dispute resolution procedure pertaining to the alleged breach pursuant to Section 10.4, provided,
however, if PolyBioCept is awarded any amounts or Shares under this Agreement pursuant to any arbitration, then Lion shall pay
interest, calculated at the rate of one percent (1%) per month, of the total value of cash and Shares that should have been paid
and issued, respectively, from the time such amount of cash and Shares should have been paid and issued until such amount is paid
and such Shares issued.


 




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8.4         Unilateral
Rights To Terminate.


 


8.4.1       Lion’s
Unilateral Right To Terminate. Lion may terminate this Agreement immediately upon written notice to Licensor if Licensor fails
to receive a Notice of Acceptance from Lion or Deemed Acceptance in accordance with Section 2.2.1 above within twelve (12) months
following Licensor’s receipt of a Notice of Provisioned Facility from Lion. Within five (5) days following Licensor’s
receipt of written notice of termination under this Section 8.4.1, Licensor shall refund to Lion the Exclusive License Payment.


 


8.4.2       Licensor’s
Unilateral Rights To Terminate.


 


(a)          Licensor
may terminate this Agreement immediately upon written notice to Lion in the event that Lion, its Representatives, or a sublicensee
of Lion engages in any activity outside the scope of the license rights granted to Lion hereunder that constitutes (i) an infringement
of any issued and unexpired Patent Controlled by Licensor or (ii) a breach of any confidentiality obligations contained in this
Agreement specific to a Trade Secret Controlled by Licensor.


 


(b)          Subject
to Applicable Laws, Licensor may terminate this Agreement immediately upon written notice to Lion in the event that Lion or any
of its Representatives Challenges (as defined below) any Licensed Patent. As used in this Section 8.4.2(b), “Challenge”
means to Contest the validity or enforceability of any Licensed Patent in whole or in part, in any court, arbitration proceeding,
or other tribunal, including the USPTO, the United States International Trade Commission, or any foreign equivalent thereof. For
the avoidance of doubt, the term “Contest” includes: (a) commencing, filing, joining in, or assisting a
Third Party in filing an action under 28 U.S.C. §§ 2201-2202, seeking a declaration of invalidity or unenforceability
of any Licensed Patent or any portion thereof; (b) citation to the USPTO pursuant to 35 U.S.C. § 301 of prior art patents
or printed publications or statements of the patent owner concerning the scope of any Licensed Patent; (c) commencing, filing,
joining in, or assisting a Third Party in filing a request under 35 U.S.C. § 302 for reexamination of any Licensed Patent
or any portion thereof; (d) commencing, filing, joining in, or assisting a Third Party in filing a petition under 35 U.S.C. §
311 to institute inter-partes review of any Licensed Patent or any portion thereof; (e) commencing, filing, joining in, or assisting
a Third Party in filing a petition under 35 U.S.C. § 321 to institute post-grant review of any Licensed Patent or any portion
thereof; (f) provoking or becoming a party to an interference with an application for any Licensed Patent or any portion thereof
pursuant to 35 U.S.C. § 135; (g) commencing, filing, joining in, or assisting a Third Party in filing any reexamination, opposition,
cancellation, nullity or similar proceedings against any Licensed Patent in any country; or (h) any foreign equivalents of subsection
(a) through (g) applicable in any country. As used herein, the term “Contest” does not include any action taken
by Lion or any of its Representatives for the sole purpose of complying with the duty to disclose information material to patentability
as set forth in 37 CFR 1.56 or any foreign equivalent thereof.


 




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(c)          Licensor
may terminate this Agreement immediately upon written notice to Lion in the event that Lion materially breaches this Agreement
three (3) or more times in any consecutive six-month period of time.


 


(d)          Provided
that Lion has provided a Notice of Acceptance to PolyBioCept or there is a Deemed Acceptance in accordance with Section 2.2.1 above,
Licensor may terminate this Agreement immediately upon written notice to Lion in the event that Lion or one of its Affiliates or
sublicensees fails to (i) [* * *] after such Notice of Acceptance or Deemed Acceptance, whichever occurs first; (ii) [* * *] after
Completion of Clinical Studies or the Notice of Acceptance or Deemed Acceptance, whichever occurs first (“Phase II Period”),
unless Lion alternatively pays to PolyBioCept the Product Expansion Milestone Payment prior to the expiration of the Phase II Period;
(iii) [* * *] after First Successful Completion of Phase II Trial or [* * *], whichever occurs first (“Phase III Period”),
unless Lion alternatively pays to PolyBioCept the Product Selection/Enrichment Milestone Payment prior to the expiration of the
Phase III Period; or (iv) [* * *] after Completion of Clinical Studies or the Notice of Acceptance or Deemed Acceptance, whichever
occurs first (“Phase IV Period”), unless Lion alternatively paid to PolyBioCept the First Approval Expansion
Milestone Payment prior to the expiration of the Phase IV Period. For avoidance of doubt, investigator-sponsored clinical trials,
including the Clinical Studies as defined under the Clinical Trials Agreement, that are funded by Lion or one of its Affiliates
or sublicensees shall be considered clinical trials commenced by Lion or one of its Affiliates or sublicensees.


 


(e)          Licensor
may terminate this Agreement immediately upon written notice to Lion in the event that (i) KI rightfully terminates the Sponsored
Research Agreement between Lion and KI due to Lion failing to pay to KI, in accordance with the Sponsored Research Agreement, a
total of one million dollars (US$1,000,000) in cash, which is to be paid in four (4) quarterly payments of two hundred fifty thousand
dollars (US$250,000) following the effective date of the Sponsored Research Agreement or (ii) KH rightfully terminates the Clinical
Trials Agreement between Lion and KH due to Lion failing to pay to (1) KH a total of one million six hundred thousand dollars (US$1,600,000)
in cash in accordance with the Clinical Trials Agreement, and (2) to PolyBioCept one hundred thousand dollars (US$100,000) in accordance
with the Clinical Trials Agreement. For avoidance of doubt, if Lion fails to pay KI or KH due to KI or KH’s material breach
of the Sponsored Research Agreement or Clinical Trials Agreement, respectively, such failure will not be cause for termination
under this Section 8.4.2(e).


 


(f)          Licensor
may terminate this Agreement immediately upon written notice to Lion in the event that Lion, its Representatives, or a sublicensee
of Lion breaches Section 6.3.3(d).


 


8.4.3       Termination
Due to Non-Occurrence of Condition Subsequent. If the Parties do not execute the Sponsored Research Agreement within
ninety (90) days of the Effective Date, then this Agreement will automatically terminate and PolyBioCept
will promptly return to Lion two million two hundred thousand dollars ($2,200,000.00).        


 




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8.5         Effects
of Termination. In the event of termination of this Agreement, the following provisions shall apply:


 


8.5.1       In
the event of termination, all licenses and rights granted by PolyBioCept to Lion, including all license and sublicense rights granted
to Lion pursuant to Sections 2.1.1 and 2.1.2, shall immediately terminate, except and only for so long as needed to ensure the
continuing safety and welfare of any patient or subject under treatment by Lion, its sublicensees or its Representatives. In the
event Lion continues to use the Licensed Intellectual Property for continuing safety and welfare of any patient or subject under
treatment by Lion, its sublicensees or its Representatives, then all conditions, obligations and terms of this Agreement application
to Lion shall survive and remain enforce for so long as Lion uses the Licensed Intellectual Property for such purpose.


 


8.5.2       Lion,
its sublicensees and its Representatives shall cease to conduct any activity under Licensor’s Intellectual Property, including
any activity under Licensor’s Intellectual Property related to the Development, Manufacture, Commercialization, and Genetic
Engineering of Products and/or the Development, Manufacture, and/or Commercialization of GE Products, except and only for so long
as needed to ensure the continuing safety and welfare of any patient or subject under treatment by Lion or its Representatives.
In the event Lion continues to use the Licensed Intellectual Property for continuing safety and welfare of any patient or subject
under treatment by Lion, its sublicensees or its Representatives, then all conditions, obligations and terms of this Agreement
applicable to Lion shall survive and remain in force for so long as Lion uses the Licensed Intellectual Property for such purpose.


 


8.5.3       Lion
will tender to PolyBioCept responsibility for prosecuting and maintaining any Lion-Maintained Licensed Patents.


 


8.5.4       Upon
Licensor’s request, and to the extent legally and contractually permitted, Lion shall promptly provide Licensor with a copy
of all sublicense agreements that sublicense the rights granted to Lion under this Agreement, contracts entered into by Lion that
cover any Product or GE Product under the Licensed Intellectual Property, and Regulatory Filings and Regulatory Approvals that
cover Products or GE Products under the Licensed Intellectual Property. For avoidance of doubt, Lion shall have the right to redact
from such documents prior to providing such documents to Licensor any Lion Confidential Information, and information that if disclosed
by Lion would breach Lion’s obligations of confidentiality to a Third Party, but in each case only to the extent that it
is not related to Products or GE Products under the Licensed Intellectual Property. Lion hereby grants to Licensor a non-exclusive,
irrevocable, transferable, and worldwide right and license to use such Regulatory Filings and, subject to Applicable Laws, such
Regulatory Approvals, solely to the extent necessary for Licensor to continue Development, Manufacture and, if applicable, Commercialization
of such Product and GE Product under the Licensed Intellectual Property.


 


8.5.5       Upon
Licensor’s request, Lion shall promptly return, at Lion’s sole expense, all tangible property owned by Licensor and
all tangible Confidential Information of Licensor (including all Data and Documentation), and all copies thereof, in accordance
with the reasonable instructions provided by Licensor; provided, however, that Lion may retain one (1) copy of such information
in its archives solely for the purpose of complying with any surviving rights of Lion under the terms and conditions of this Agreement.


 




    	 	39	 



     


    

 


8.6         Survival.
All financial obligations under this Agreement accrued or otherwise owed as of the effective date of expiration or termination
shall remain in effect. Any obligations of the Parties with respect to any breach of this Agreement occurring prior to expiration
or termination shall survive expiration or termination. The provisions set forth in Sections 1, 3.1, 3.2, 4.6, 4.7, 5.1-5.5 (but
only to the extent a payment or Share-issuance obligation accrues or is owed prior to expiration or termination of the Agreement),
5.6 (for two (2) years following expiration or termination), 5.8-5.11, 6.1, 7.3, 7.4.2, 7.5.3, 8.5, 8.6, 9.1, 9.3 and 10 shall
survive expiration or termination.


 


8.7         Effect
of Licensor Bankruptcy. All rights and licenses granted by Licensor under this Agreement are and shall be deemed to be rights
and licenses to “intellectual property,” and the subject matter of this Agreement, including the Data and Documentation
and Demonstration of Concept, is and shall be deemed to be “embodiment[s]” of “intellectual property” for
purposes of and as such terms are used in and interpreted under Section 365(n) of the United States Bankruptcy Code (the “Code”)
(11 U.S.C. § 365(n)). Lion shall have the right to exercise all rights and elections under the Code and all other applicable
bankruptcy, insolvency and similar laws with respect to this Agreement and the subject matter hereof and thereof. Without limiting
the generality of the foregoing, if Licensor or its estate becomes subject to any bankruptcy or similar proceeding: subject to
Lion’s rights of election, all rights and licenses granted to Lion under this Agreement will continue subject to the respective
terms and conditions hereof and thereof, and will not be affected, even by Licensor’s rejection of this Agreement.


 


		9	INDEMNIFICATION,
INSURANCE AND DAMAGES



 


9.1         Indemnification.


 


9.1.1       By
Lion. From and after the Effective Date, Lion shall defend Licensor, its Representatives and their respective directors, managers,
officers, employees, agents, successors and assigns (each, a “Licensor Indemnified Party”) at Lion’s cost
and expense, and shall indemnify and hold harmless the Licensor Indemnified Parties from and against:


 


(a)          any
Third Party Claims to the extent arising from, relating to, or resulting from:


 


		(i)	any material breach of any representation or warranty of
Lion or its Representatives contained in this Agreement;



 


		(ii)	any material breach or failure to perform any covenant
or agreement of Lion or its Representatives contained in this Agreement;



 


		(iii)	Products Developed, Manufactured, Commercialized, or Genetically
Engineered or GE Products Developed, Manufactured, or Commercialized by or on behalf of Lion, including, without limitation, any
Lion sublicensees;



 




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		(iv)	any activity by Lion, its Representatives, or any sublicensee
of Lion under the Licensed Intellectual Property that is outside the scope of the license rights granted to Lion hereunder;



 


		(v)	any tortious acts or omissions by Lion, its Representatives,
its sublicensees, or their respective directors, managers, officers, employees, agents, Third-Party contractors, successors or
assigns; and



 


		(vi)	any failure by Lion or a Lion sublicensee to Recall or
otherwise withdraw from sale a Product or GE Product Developed, Manufactured, or Commercialized by or on behalf of Lion, including,
without limitation, any Lion Affiliate or sublicensee, where required pursuant to Applicable Law (each, a “Lion Claim”);



 


(b)          all
Liabilities awarded or levied against a Licensor Indemnified Party as a result of a Lion Claim; and


 


(c)          if
Lion does not timely assume the defense of any Lion Claim, (i) reasonable attorneys’ fees and expenses incurred by a Licensor
Indemnified Party in defending any Lion Claim and (ii) reasonable settlement amounts paid by a Licensor Indemnified Party to settle
any Lion Claim.


 


9.1.2       By
PolyBioCept. From and after the Effective Date, PolyBioCept shall defend Lion, its Representatives and their respective directors,
managers, officers, employees, agents, successors and assigns (each, a “Lion Indemnified Party”) at PolyBioCept’s
cost and expense, and shall indemnify and hold harmless the Lion Indemnified Parties from and against:


 


(a)          any
Third Party Claims to the extent arising from, relating to, or resulting from:


 


		(i)	any material breach of any representation or warranty of
Licensor or its Representatives contained in this Agreement;



 


		(ii)	any material breach or failure to perform any covenant
or agreement of Licensor or its Representatives contained in this Agreement;



 


		(iii)	Products Manufactured, Developed, or Genetically Engineered,
or GE Products Developed, Manufactured, or Commercialized by PolyBioCept or by a Third Party on behalf of PolyBioCept; provided,
however, that the foregoing shall not include any Products or GE Products Developed by a Named Professor pursuant to a separate
written agreement between Lion and such Named Professor);



 




    	 	41	 



     


    

 


		(iv)	any tortious acts or omissions by PolyBioCept, its Representatives,
or their respective directors, managers, officers, employees, agents, Third-Party contractors, successors or assigns; provided,
however, that the foregoing shall not include any tortious acts or omissions by a Named Professor arising from, relating to,
or resulting from a separate written agreement between Lion and such Named Professor);



 


		(v)	any failure by PolyBioCept to comply with the [* * *] Agreement
and/or License Agreements; and



 


		(vi)	any failure by PolyBioCept to Recall or otherwise withdraw
from sale a Product or GE Product Manufactured and/or Commercialized by Licensor where required pursuant to Applicable Law (each,
a “PolyBioCept Claim”);



 


(b)          all
Liabilities awarded or levied against a Lion Indemnified Party as a result of a PolyBioCept Claim; and


 


(c)          if
PolyBioCept does not timely assume the defense of any PolyBioCept Claim, (i) reasonable attorneys’ fees and expenses incurred
by a Lion Indemnified Party in defending any Lion Claim and (ii) reasonable settlement amounts paid by a Lion Indemnified Party
to settle any PolyBioCept Claim.


 


9.1.3       Claims
for Indemnification.


 


(a)          A
Person entitled to indemnification under Section 9.1 (an “Indemnified Party”) shall give prompt written
notification to the Party from whom indemnification is sought (the “Indemnifying Party”) upon suffering
or incurring, or if it reasonably anticipates that it will suffer or incur, a Lion Claim or a PolyBioCept Claim, respectively (each
referred to in this Section 9.1.3 as “Indemnity Claim”) for which indemnification is or may be
sought (but in any event within such period of time so as not to materially prejudice the Indemnifying Party's defense of the Indemnity
Claim), and such notice shall reasonably describe the nature of the Indemnity Claim for which indemnification is being sought.


 




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(b)          With
respect to Indemnity Claims for which indemnification is claimed hereunder, the Indemnifying Party shall be entitled (i) to control
the defense of any such Indemnity Claim and (ii) to participate in the defense of any such Indemnity Claim, at its cost and expense.
The Indemnifying Party must obtain the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld,
to settle or compromise an Indemnity Claim if such settlement or compromise (x) does not include an unconditional release of the
Indemnified Party for any liability arising out of such Indemnity Claim, (y) requires the Indemnified Party to take or refrain
from taking any action or otherwise adversely affects the Indemnified Party’s rights under this Agreement, or (z) requires
the Indemnified Party to admit any liability. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying
Party’s acceptance of its obligation to assume the defense of such Indemnity Claim, and for so long as the Indemnifying Party
uses reasonable efforts to defend the Indemnity Claim, the Indemnifying Party shall not be liable to the Indemnified Party under
this Section 9.1.3 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation or of assistance as contemplated by this Section 9.1.3. The Indemnified Party
and the Indemnifying Party shall each render to each other such assistance as may reasonably be requested in order to ensure the
proper and adequate defense of any such Proceeding.


 


(c)          The
Parties acknowledge that there could potentially be circumstances in which an Indemnity Claim is made and such Indemnity Claim
creates indemnity obligations for each Party under Sections 9.1.1 and 9.1.2. In such instances, the Parties agree to allocate the
responsibility as follows: (i) in the event that one Party bears greater responsibility than the other Party for the circumstances
giving rise to the Indemnity Claim, the Party that bears the greater responsibility shall be required to indemnify, in full, the
other Party, and (ii) where the Parties share materially equal responsibility for the circumstances giving rise to the Indemnity
Claim, then neither Party will have an indemnify responsibility under Sections 9.1.1 and 9.1.2.


 


9.2         Insurance.


 


9.2.1       Lion
Insurance. Lion shall at all times from the Effective Date maintain standard products liability/completed operations insurance,
at its own expense, covering all claims against Lion whatsoever and howsoever arising from the Development, Manufacture, Commercialization,
and/or Genetic Engineering of Products or the Development, Manufacture, or Commercialization of GE Products (collectively, the
“Insured Product Activity”) by Lion, its Representatives, sublicensees or their assigns. The coverage limits
shall be in amounts calculated by Lion to be commercially reasonable, which amounts shall include, at a minimum, commercial general
liability insurance on a per occurrence basis, with minimum limits of liability of one million dollars ($1,000,000) combined single
limit for each occurrence and excess (umbrella) liability insurance for the foregoing in a minimum amount of five million dollars
($5,000,000) (the “Lion Insurance”). Such Lion Insurance shall remain in force where there is Insured Product
Activity by Lion until twelve (12) months after such time that no Product or GE Product is being Commercialized by Lion, its Representatives,
its sublicensees or their assigns.


 


9.2.2       Certificate.
Upon request, Lion shall deliver to PolyBioCept Certificates of Insurance as evidence that Lion Insurance (as defined in Section
9.2.1) is in full force and effect and with insurers acceptable to PolyBioCept, having an AM Best (A-) or higher rating. These
Certificates of Insurance shall provide that not less than thirty (30) calendar days advance notice will be given in writing to
the owner of any cancellation, termination, or material alteration of Lion Insurance. PolyBioCept, its Representatives, and their
officers, directors and employees shall be added as additional insureds on such Lion Insurance. Lion Insurance shall be primary
with no contribution by PolyBioCept’s insurance.


 




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9.2.3       PolyBioCept
Insurance. Prior to Licensor (i) sponsoring any human clinical trials for Products or GE Products, (ii) Manufacturing Products
or GE Products for use in humans, and/or (iii) commencing Commercialize any Products in the Restricted Field outside of the Restricted
Territory or any GE Products, then Licensor shall obtain and maintain insurance, at its own expense, covering all claims against
PolyBioCept whatsoever and howsoever arising from the applicable activities related to Products and GE Products by PolyBioCept,
its Representatives, its sublicensees (other than Lion) or their assigns. The coverage limits shall be in amounts calculated by
Licensor to be commercially reasonable, which amounts shall include, at a minimum, commercial general liability insurance on a
per occurrence basis, with minimum limits of liability of one million dollars ($1,000,000) combined single limit for each occurrence
and excess (umbrella) liability insurance for the foregoing in a minimum amount of five million dollars ($5,000,000) (the “PolyBioCept
Insurance”). Licensor shall maintain the PolyBioCept insurance for so long as Licensor is (i) sponsoring any human clinical
trials for Products and GE Products, (ii) Manufacturing Products or GE Products for use in humans, and/or (iii) Commercializing
any Products outside the Field or in the Restricted Field outside of the Restricted Territory and/or any GE Products. Upon request
by Lion, Licensor shall deliver to Lion Certificates of Insurance, as evidence that PolyBioCept Insurance to extent required herein
is in full force and effect and with insurers having an AM Best (A-) or higher rating. These Certificates of Insurance shall provide
that not less than thirty (30) calendar days advance notice will be given in writing to the owner of any cancellation, termination,
or material alteration of PolyBioCept Insurance. In the event Licensor exercises the license in the last sentence in Section 8.5.4,
Lion and its Representatives shall be added as additional insureds on such PolyBioCept Insurance and the PolyBioCept Insurance
shall be primary with no contribution by Lion’s insurance.


 


9.3         Damages.
EXCEPT FOR CLAIMS FOR INDEMNIFICATION, BREACH OF CONFIDENTIALITY, FRAUD, GROSS NEGLIGENCE, AND WILLFUL MISCONDUCT, IN NO EVENT
SHALL EITHER PARTY OR ITS REPRESENTATIVES BE LIABLE TO THE OTHER PARTY, ITS REPRESENTATIVES, OR ANY THIRD PARTY FOR ANY INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS PROFITS, BUSINESS INTERRUPTION,
LOSS OF INFORMATION AND THE LIKE, ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE
OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT LIMIT A PARTY’S RIGHT TO SEEK AND OBTAIN INJUNCTIVE
RELIEF.


 


		10	MISCELLANEOUS



 


10.1      Notices.
Any notices or other communications required or permitted hereunder shall be in writing in the English language, shall specifically
refer to this Agreement and shall be deemed to have been sufficiently given (i) when received, if personally delivered or sent
by express or international courier (signature required) and (ii) or five (5) Business Days after it was sent by registered mail,
return receipt requested (or its equivalent), postage prepaid. Unless otherwise specified in writing, the mailing addresses of
the Parties shall be as described below:


 




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If to Lion:


 


Lion Biotechnology, Inc.


Attn: Chief Executive Officer


112 West 34th Street, 17th Floor


New York, New York 10120


USA


 




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If to PolyBioCept:


 


PolyBioCept AB


Attn: Jakob Geyer and Ernest Dodoo,
Directors


Sankt Eriksgatan 43a


11234 Stockholm


Sweden


 


10.2      Entire
Agreement. This Agreement, together with the Schedules and any appendices attached hereto and the Confidentiality Agreement,
represents the entire understanding and agreement of the Parties and supersedes all prior agreements, understandings or arrangements
between the Parties with respect to the subject matter hereof, including, but not limited to, the Term Sheet (but not the Confidentiality
Agreement), and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument, making
specific reference to this Agreement, signed by both Parties.


 


10.3      Applicable
Law. This Agreement shall be governed by, interpreted, and construed, and all claims and disputes whether in tort, contract,
or otherwise be resolved, in accordance with the laws of the state of Delaware, without giving effect to the principles of conflict
of laws.


 


10.4      Dispute
Resolution. The Parties shall negotiate in good faith and use commercially reasonable efforts to resolve any dispute,
controversy or claim arising from or related to this Agreement or the breach thereof (a “Dispute”). In the event
that the Parties are unable to resolve a Dispute within fifteen (15) calendar days, the Dispute shall be referred to Jakob Geyer
and Ernest Dodoo, Directors of PolyBioCept, and to the Chief Executive Officer of Lion (the “Designated Senior Officers”)
for resolution. In the event that the Designated Senior Officers are unable to resolve the Dispute and a Party wishes to pursue
the matter, each such Dispute that is not an Excluded Claim (as defined below), or a Dispute with respect to which an alternative
method of resolution is specified in other sections of this Agreement, shall be resolved by final and binding arbitration conducted
in accordance with the terms of this Section 10.4. The arbitration will be held in The Hague, The Netherlands according to the
Rules of Arbitration of the International Chamber of Commerce (“ICC”). The arbitration will be conducted in
English and will be conducted by a single arbitrator with significant experience in the pharmaceutical industry, unless otherwise
agreed to by the Parties. The ICC will appoint the arbitrator within fifteen (15) days after commencement of the arbitration in
accordance with applicable ICC rules. The arbitrator will be instructed not to award any indirect, special, punitive, consequential
or incidental damages, except for claims for indemnification, breach of confidentiality, fraud, or willful misconduct, and will
render a written decision no later than six (6) months following the selection of the arbitrator, including a basis for any damages
awarded and a statement of how the damages were calculated. Any award will be promptly paid in U.S. Dollars free of any tax, deduction,
or offset. Each Party agrees to abide by the award rendered in any arbitration conducted pursuant to this Section 10.4. With respect
to money damages, nothing contained herein will be construed to permit the arbitrator or any court or any other forum to award
indirect, special, punitive, consequential or incidental damages, except for claims for indemnification, breach of confidentiality,
fraud, or willful misconduct. Each Party will pay its legal fees and costs related to the arbitration (including witness and expert
fees); provided, however, that 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 its reasonable attorneys’ fees, costs and disbursements. All
proceedings and decisions of the arbitrator shall, to the extent permitted by Applicable Laws and Rules of Arbitration of the ICC,
be deemed Confidential Information of each of the Parties, and shall be subject to Section 7.5.3. From the date of submission of
the dispute to the Designated Senior Officers in this Section 10.4, until such time as the dispute has become finally settled,
the running of the time period as to which a Party alleged to have breached the Agreement becomes suspended as to any breach that
is the subject matter of the dispute. Judgment on the award so rendered will be final and may be entered in any court having jurisdiction
thereof. As used in this Section 10.4, “Excluded Claim” means a dispute, controversy or claim that concerns
(a) the validity or infringement of a patent, trademark or copyright; (b) any antitrust, anti-monopoly or competition law or regulation,
whether or not statutory; or (c) violation of Section 7.5.3 of this Agreement. Nothing in this Section 10.4 will preclude any Party
from seeking interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary
injunction or other interim relief, concerning a dispute prior to any arbitration if necessary to protect the interests of such
Party or to preserve the status quo pending the arbitration proceeding.


 




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10.5      Successors
and Assigns.  The rights of either Party under this Agreement may not be assigned, and the duties of either Party under
this Agreement may not be delegated, without the prior written consent of the other Party, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, either Party may assign this Agreement without prior written consent to an Affiliate of
such Party or to a party which acquires all or substantially all of that Party’s business, whether by merger, sale of assets
or otherwise; provided, however, that Lion may not exercise this right unless and until the purchaser and/or surviving entity
(i) executes a written acknowledgement and agreement accepting and agreeing to be bound by the terms of this Agreement and (ii)
has a net value or worth that is equal to or greater than Lion’s (“Permitted Lion Assignee”). Any attempted
assignment in violation of this Section 10.5 shall be void. Subject to the foregoing, this Agreement shall be binding upon and
shall inure to the benefit of the Parties and their respective successors and assigns.


 


10.6      No
Waiver. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.


 


10.7      Severability.
If at any time subsequent to the Effective Date, any provision of this Agreement is held by any court of competent jurisdiction
to be illegal, void or unenforceable, which no appeal can be or is taken, such provision shall be considered severed from this
Agreement and shall not serve to invalidate any remaining provisions hereof. The Parties shall make a good faith effort to substitute
or replace the illegal, void or unenforceable provision with a valid, enforceable, and commercially reasonable substitute or replacement,
such that the objectives contemplated by the Parties when entering this Agreement may be realized.


 


10.8      Independent
Contractors. It is expressly agreed that the Parties shall be independent contractors and that the relationship between the
Parties hereto shall not constitute a partnership, joint venture or agency. No Party shall have the authority to make any statements,
representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior
written consent of the other Party.


 




    	 	47	 



     


    

 


10.9      No
Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any Third Party (other
than a permitted successor or assign of a Party hereto) any rights, remedies, obligations or liabilities.


 


10.10    Representatives.
During the Term, PolyBioCept has the right to engage its Representatives in exercising any of its rights and in carrying out any
of its activities and obligations under this Agreement.


 


10.11    Force
Majeure. The Parties shall not be liable for the failure or delay in performing any obligation under this Agreement if and
to the extent such failure or delay is due to: (a) acts of God; (b) unusually severe weather condition, fire or explosion; (c)
war, terrorism, invasion, riot or other civil unrest; (d) the issuance, adoption or enactment of any governmental laws, orders,
restrictions, actions, embargoes or blockades; or (e) any other event which is beyond the reasonable control of the affected Party
and could not have been avoided by using commercially reasonable efforts (each such event, a “Force Majeure”);
provided, however, that the Party affected shall promptly notify the other Party of the Force Majeure condition; shall provide
the other Party, from time to time, with its best estimate of the duration of such Force Majeure event; and shall exert all commercially
reasonable efforts, at its cost, to eliminate, cure or overcome any such causes and to resume performance of its obligations as
soon as possible. Force Majeure does not apply to any obligations for the timely payment by the Parties of amounts due or issuance
of Shares due. If a Force Majeure persists for more than ninety (90) days, then the Parties will discuss in good faith the modification
of the Parties’ obligations under this Agreement in order to mitigate the delays caused by such Force Majeure.


 


10.12    Counterparts.
This Agreement may be executed in two (2) or more counterparts (which may be transmitted in the form of a facsimile or pdf), by
original, each of which shall be deemed an original, but all together shall constitute one and the same instrument.


 


[SIGNATURE PAGE TO FOLLOW]


 




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IN WITNESS WHEREOF,
the Parties hereto have duly executed this Agreement, as of the day and year first above written.


 


	LION BIOTECHNOLOGIES, INC.	 	POLYBIOCEPT AB
	 	 	 	 	 
	By:	/s/ MARIA FARDIS	 	By:	/s/ JAKOB GEYER
	Name: Maria Fardis	 	Name: Jakob Geyer
	Title: President and CEO	 	Title:  Director


 




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SCHEDULE 1


 


Licensed Patents


 


	Jurisdiction	 	Patent # /

Application #	 	Filing Date	 	Status	 	Party Responsible for

Maintenance
	PCT	 	[* * *]	 	June 11, 2015	 	Pending	 	[* * *]-Maintained
	PCT	 	[* * *]	 	June 11, 2015	 	Pending	 	PolyBioCept-Maintained


 




    	 	50	 



     


    

 


SCHEDULE 2


 


Licensed Know-How


 


I.           Data
and Documentation


 


1.          Overview
flow chart, complete batch records, and standard operating procedures for Expanding TIL derived from Tumors in the Original Indications
using the Cytokine Cocktails under the Licensed Intellectual Property (“Data and Documentation No. 1”).


 


2.          Clinical
Study Protocols (as such term is defined in the Clinical Trials Agreement) (“Data and Documentation No. 2”).


 


3.          Regulatory
Filings for the Clinical Studies (as such term is defined in the Clinical Trials Agreement) (“Data and Documentation No.
3”).


 


II.          Demonstration
of Concept


 


[* * *]


 


III.         Acceptance
Criteria


 


[* * *].


 




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SCHEDULE 2.1


 


Additional Terms


 


The Transfer of Know-How
under Section 2.2 is subject to the following additional conditions, obligations, and terms:


 


1.           For
the avoidance of doubt, any use of the Data and Documentation by Lion, its Affiliates, or sublicensees of Lion is subject to the
conditions, obligations, and terms of the Agreement.


 


2.           The
selection of PolyBioCept Personnel shall be at the sole discretion of PolyBioCept.


 


3.           Within
four (4) months following the Effective Date, Lion, at its sole expense, shall provision Lion’s facility at the University
of South Florida Research Park in Tampa, Florida, with the Equipment and Materials, all equipment being in good working order
and all materials being in a usable condition, as appropriate for their intended purpose, and shall promptly provide PolyBioCept
with written notice of its Achievement of the same (“Notice of Provisioned Facility”). Lion shall provide PolyBioCept
Personnel with access to and use of such Equipment and Materials for and during performance of the Demonstration of Concept.


 


4.           Lion
shall reimburse PolyBioCept for its total costs and expenditures in performing the Transfer of Know-How, consistent with the Budget,
in amount not to exceed two hundred thousand dollars (US$200,000) in cash, which shall be paid according to the following payment
schedule:


 


(a)          one
hundred and fifty thousand dollars (US$150,000) in cash concurrently with Lion providing PolyBioCept with a Notice of Provisioned
Facility; and


 


(b)          
the True-up Amount within fifteen (15) days after Lion’s receipt of a Notice of True-up Amount from PolyBioCept. Following
PolyBioCept’s delivery of the Completion Notice to Lion, PolyBioCept shall provide to Lion an accounting detailing the amount
of PolyBioCept’s total costs and expenditures in performing the Transfer of Know-How along with written notice of the True-Up
Amount (“Notice of True-up Amount”).


 


5.           Following
the Effective Date until PolyBioCept provides to Lion a Notice of True-up Amount, PolyBioCept shall provide to Lion on a monthly
basis an accounting detailing the amount of PolyBioCept’s costs and expenditures in performing the Transfer of Know-How for
the immediately prior month.


 


6.           Upon
Lion’s written request, PolyBioCept shall provide to Lion reasonable back-up documentary evidence, such as receipts and employee
time sheets, for PolyBioCept’s total costs and expenditures in performing the Transfer of Know-How. All expenses for travel,
lodging, transportation and other per diem costs and expenses incurred by PolyBioCept Personnel in performing the Transfer of Know-How
must be reasonable. To the extent travel PolyBioCept Personnel is set forth in the Budget, all reasonable travel, lodging, transportation
and other per diem costs and expenses incurred by PolyBioCept Personnel in connection therewith shall be deemed approved by Lion.


 




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SCHEDULE 2.2


 


Equipment and Materials


 


I.           Equipment


 


1.          1
biosafety cabinet(s)


2.          1
refrigerator(s)


3.          1 Freezer -80 C, 1 Freezer -20 C


3.          1
incubator(s) with 37.0 ̊C and 5.0% CO2 settings


4.          1
centrifuge(s) for plates and tubes with a capacity of least fifty (50) 15 mL centrifuge tubes


5.          1
inverted microscope(s) with different magnifications to detect and monitor TIL cultures


6.          1
microplate reader(s) with an absorbance reader for ELISAs


7.          1
microplate washer(s) for ELISAs with at least twelve (12) wells and a capacity of 200 μl per well, if available


8.          1
cell counter(s) for assessing cell viability and 1 standard trypan blue exclusion cell counter chamber


9.          1
Equipment to supply a radiation therapy dose of 55 Gy (x-ray or ceasium)


10.        1 Flow-Cytometer


11.        3 pipette(s) with a capacity of 1 mL


11.        3 pipette(s)
with a capacity of 200 μl


12.        3 pipette(s)
with a capacity of 20 μl


13.        2 pipetboy(s)


 


II.          Materials


 


1.          50
sterile petri dishes


2.          50
sterile disposable scalpels


3.          50
sterile disposable tweezers and forceps


4.          50
sterile 96-well microplates


5.          80
sterile 24-well microplates


6.          60
sterile 6-well microplates


7.          100
cyrovials (and caps) 2mL


8.          At
least 10*500mL per expansion CellGro® GMP Serum-free Dendritic Cell (DC) Medium


9.          At
least 1*500mL per expansion pooled normal male human AB serum


10.        At
least 5*100mL dimethyl sulfoxide (DMSO)


12.        At
least 10*50mL of each of Penicillin and Streptomycin


14.        20*500mL
0.01 M phosphate-buffered saline (PBS) solution


15.        3 serological
pipette(s) with a capacity of 10 mL


16.        3 serological
pipette(s) with a capacity of 50 mL


17.        2000
tips for pipettes with a capacity of 1 mL


18.        2000
tips for pipettes with a capacity of 200 μl


19.        2000
tips for pipettes with a capacity of 20 μl


20.        200
FalconTM sterile centrifuge tubes with a capacity of 50 mL


 




    	 	53	 



     


    

 


21.        300
FalconTM sterile centrifuge tubes with a capacity of 15 mL


21.        30
G-Rex10


22.        1,000
IU per mL, per expansion recombinant human IL-2


23.        10ng
per mL, per expansion recombinant human IL-15 (according to cGMP data sheet Miltenyi)


24.        10ng
per mL, per expansion recombinant human IL-21 (according to cGMP data sheet Miltenyi)


25.        30ng
per mL, per expansion Anti-CD3 antibody (OKT3) GMP grade


 




    	 	54	 



     


    

 


SCHEDULE 2.3


 


Budget


 


1.          The
daily equivalent of five (5) PolyBioCept Personnel’s annual base salary for such PolyBioCept Personnel’s services in
performing the Transfer of Know-How, which is estimated to be approximately sixty-six thousand seven hundred eighty dollars (US$66,780).


 


2.          All
reasonable out-of-pocket expenses incurred by PolyBioCept Personnel in performing the Transfer of Know-How, which is estimated
to be approximately one hundred nine thousand seven hundred dollars (US$109,700). 


 


3.          The
cost of materials provided by PolyBioCept for performing the Transfer of Know-How, and the cost and expenses incurred by PolyBioCept
in transporting the same, which is estimated to be approximately twenty-three thousand five hundred twenty dollars (US$23,520).


 




    	 	55	 



     


    

 


SCHEDULE 3


 


License Agreements


 


1.          [*
* *] Agreement.


 




    	 	56	 



     


    

 


SCHEDULE
4


 


Clinical Trials Agreement


 


Upon
its execution, a copy of the executed Clinical Trials Agreement
by and between Lion and KH will be attached hereto.


 




    	 	57	 



     


    

 


SCHEDULE 5


 


Consulting Agreement


 


Upon
execution, a copy of the executed Consulting Agreement by and between
Lion and PolyBioCept will be attached hereto.


 




    	 	58	 



     


    

 


SCHEDULE 6


 


Sponsored Research
Agreement


 


Upon
its execution, a copy of the executed Sponsored Research Agreement
by and between Lion and KI will be attached hereto.


 




    	 	59	 



     


    

 


SCHEDULE 7


 


Acceptance Certificate


 


This Acceptance Certificate
is to certify to PolyBioCept AB (“PolyBioCept”) that as of ___________________, 20__, Lion Biotechnologies,
Inc. (“Lion”) agrees that the Transfer of Know-How was materially completed by PolyBioCept in accordance with
Section 2.2.1 of the Exclusive License Agreement by and between PolyBioCept and Lion dated __________.


 


	LION BIOTECHNOLOGIES, INC.	 
	 	 	 
	By:	 	 
	Name: 	 
	Title:	 


 




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