Arbutus Biopharma Corp.: Exhibit 10.2 - Filed by newsfilecorp.com






CONFIDENTIAL 
Execution Version 

Confidential treatment has been requested for portions of this
exhibit. The copy filed herewith omits the information subject to the
confidentiality request. Omissions are designated as [***]. A complete version
of this exhibit has been filed separately with the Securities and Exchange
Commission. 

LICENSE AGREEMENT 

Dated December 30, 2014 

By and Between 

Cytos Biotechnology Ltd 

and 

OnCore Biopharma, Inc. 




LICENSE AGREEMENT 

THIS LICENSE AGREEMENT (the “Agreement”) is dated as of
December 30, 2014 (the “Execution Date”) by and between Cytos
Biotechnology Ltd, a Swiss company having a place of business at Wagistrasse 25,
8952 Schlieren, Switzerland (“Licensor”), and OnCore Biopharma, Inc., a
Delaware corporation having a place of business at 3805 Old Easton Road,
Doylestown, PA 18902, USA (“OnCore”). Licensor and OnCore may be referred
to herein as a “Party” or, collectively, as “Parties”. 

RECITALS: 

WHEREAS, Licensor is engaged in the development of products
based on its Qb VLP platform technology and owns certain intellectual property
covering Licensed Compounds and Licensed Products; 

WHEREAS, OnCore is engaged in the research, development, and
manufacturing of pharmaceutical products for the treatment of hepatitis and is
interested in developing, manufacturing and commercializing Licensed Products
for the treatment of hepatitis and potentially other viral infections; and 

WHEREAS, OnCore desires to license from Licensor and Licensor
wishes to license to OnCore, on an exclusive basis, the right to develop,
manufacture and commercialize Licensed Compounds and Licensed Products in the
Field. 

Now, THEREFORE, in consideration of the various promises and
undertakings set forth herein, the Parties agree as follows: 

ARTICLE 1 
DEFINITIONS 

Unless otherwise specifically provided herein, the following
terms shall have the following meanings: 

1.1     “Additional Fields”
mean the diagnosis, prevention and/or treatment of any viral infections other
than influenza virus infections and hepatitis virus infections, with each viral
infection representing a single “Additional Field.” 

1.2     “Adverse Event” means
any serious untoward medical occurrence in a patient or subject who is
administered Licensed Product, but only if and to the extent that such serious
untoward medical occurrence is required under Laws to be reported to applicable
Regulatory Authorities. 

1.3     “Affiliate” means a
Person that controls, is controlled by or is under common control with a Party,
but only for so long as such control exists. For the purposes of this Section
1.3, the word “control” (including, with correlative meaning, the terms
“controlled by” or “under the common control with”) means the actual power,
either directly or indirectly through one or more intermediaries, to direct the
management and policies of such Person or entity, whether by the ownership of more than fifty percent (50%) of the voting
stock of such entity, or by contract or otherwise. 

1 




1.4     “Baseline Data” means
any and all in vitro or in vivo efficacy, safety or toxicology
data, whether preclinical or clinical, relating in any way to the use of a
product comprising a Qb VLP for the diagnosis, prevention and/or treatment of
any and all viral infections for which an Offer Notice was provided, which is in
the possession of Licensor and which Licensor may rightfully provide to OnCore.
Licensor shall use its best efforts to obtain any and all data that would
otherwise be Baseline Data but for Licensor’s inability to rightfully provide it
to OnCore. 

1.5     “Business Day” means
a day other than Saturday or Sunday on which banking institutions in New York,
New York are open for business. 

1.6     “Calendar Quarter”
means each three (3) month period commencing January 1, April 1, July 1 or
October 1 of any year; provided, however, that (a) the first Calendar Quarter of
the Term shall extend from the Closing Date to the end of the first full
Calendar Quarter thereafter, and (b) the last Calendar Quarter of the Term shall
end upon the expiration or termination of this Agreement. 

1.7     “Calendar Year” means
the period beginning on the 1st of January and ending on the
31st of December of the same year; provided, however, that (a) the
first Calendar Year of the Term shall commence on the Closing Date and end on
December 31 of the same year and (b) the last Calendar Year of the Term shall
commence on January 1 of the Calendar Year in which this Agreement terminates or
expires and end on the date of termination or expiration of this Agreement. 

1.8     “Change of Control”
means, with respect to a Person: (a) a transaction or series of related
transactions that results in the sale or other disposition of all or
substantially all of such Person’s assets; or (b) a merger or consolidation in
which such Person is not the surviving corporation or in which, if such Person
is the surviving corporation, the shareholders of such Person immediately prior
to the consummation of such merger or consolidation do not, immediately after
consummation of such merger or consolidation, possess, directly or indirectly
through one or more intermediaries, a majority of the voting power of all of the
surviving entity’s outstanding stock and other securities and the power to elect
a majority of the members of such Person’s board of directors; or (c) a
transaction or series of related transactions (which may include a tender offer
for such Person’s stock or the issuance, sale or exchange of stock of such
Person) if the shareholders of such Person immediately prior to the initial such
transaction do not, immediately after consummation of such transaction or any of
such related transactions, own, directly or indirectly through one or more
intermediaries, stock or other securities of the entity that possess a majority
of the voting power of all of such Person’s outstanding stock and other
securities and the power to elect a majority of the members of such Person’s
board of directors. 

1.9     “Claim” means any
claim, action, lawsuit, legal proceeding, litigation, arbitration, inquiry,
audit, investigation or action brought, conducted or heard by or before any
Regulatory Authority. 

2 




1.10    “Combination Licensed
Product” means a Licensed Product that includes one or more active
ingredients in addition to a Licensed Compound, and is sold either as a fixed
dose or as separate doses as one product. 

1.11    “Commercialization” or
“Commercialize” means any and all activities undertaken before and after
Regulatory Approval of a Marketing Authorization Application for a Licensed
Product and that relate to the marketing, promoting, distributing, importing or
exporting for sale, offering for sale, and selling of Licensed Compounds or
Licensed Products, and interacting with Regulatory Authorities regarding any of
the foregoing. 

1.12    “Commercially Reasonable
Efforts” means: (a) with respect to the efforts to be expended by a Party
with respect to any objective, such reasonable, diligent, and good faith efforts
as such Party would normally use to accomplish a similar objective under similar
circumstances; and (b) with respect to any objective relating to Development or
Commercialization of Licensed Compound or Licensed Product by a Party, the
application by such Party, consistent with the exercise of its prudent
scientific and business judgment, of diligent efforts and resources to fulfill
the obligation in issue, consistent with the level of efforts such Party would
devote to a product at a similar stage in its product life as Licensed Compound
or Licensed Product and having profit potential and strategic value comparable
to that of Licensed Compound or Licensed Product, taking into account, without
limitation, commercial, legal and regulatory factors, target product profiles,
product labeling, past performance, the regulatory environment and competitive
market conditions in the therapeutic area, safety and efficacy of the Licensed
Compound or Licensed Product, the strength of its proprietary position and such
other factors as such Party may reasonably consider, all based on conditions
then prevailing. For clarity, Commercially Reasonable Efforts shall not mean
that a Party guarantees that it shall actually accomplish the applicable task or
objective. 

1.13    “Competing Product” means
any product for use in the Field. 

1.14    “Compulsory License” means
a compulsory license under Licensor Technology obtained by a Third Party through
the order, decree, or grant of a competent Regulatory Authority or court,
authorizing such Third Party to develop, make, have made, use, sell, offer to
sell or import a Licensed Product in the Field in any country in the Territory.


1.15    “Confidential Information”
of a Party, means information relating to the business, operations or products
of a Party or any of its Affiliates, including any Know-How, not known or
generally available to the public, that such Party discloses to the other Party
under this Agreement, or otherwise becomes known to the other Party by virtue of
this Agreement. 

1.16    “Controlled” means, with
respect to (a) Intellectual Property or (b) biological, chemical or physical
material, that a Party or one of its Affiliates owns or has a license or
sublicense to such Patent Rights, Know-How or material (or in the case of
material, has the right to physical possession of such material) and has the
ability to grant a license or sublicense to, or assign its right, title and
interest in and to, such Patent Rights, Know-How or material as provided for in
this Agreement without violating the terms of any agreement or other arrangement
with any Third Party. 

3 




1.17    “Copyrights” means (a) all
copyrights and works of authorship, whether registered, published or unpublished
or unregistered throughout the world; (b) any registrations and applications
therefor; (c) rights to databases of any kind under the Laws of any
jurisdiction; (d) all extensions and renewals thereof; and (e) any moral rights
in or to the foregoing if available by Law of the applicable jurisdiction. 

1.18    “Cover”, “Covering”
or “Covered” means, with respect to Licensed Product, that the using,
selling, or offering for sale of Licensed Product would, but for a license
granted in this Agreement under the Licensor Patent Rights or OnCore Royalty
Term Patent, infringe a Valid Claim of the Licensor Patent Rights or OnCore
Royalty Term Patent in the country in which the activity occurs. 

1.19    “CYT003” means a Qb VLP as
further described on Schedule 1.19.

1.20    “Development” or
“Develop” means, with respect to a Licensed Compound or Licensed Product,
the performance of all preclinical and clinical development (including efficacy,
toxicology, pharmacology, test method development and stability testing, process
development, formulation development, quality control development, statistical
analysis), clinical trials, manufacturing and regulatory activities that are
required to obtain Regulatory Approval of such Licensed Compound or Licensed
Product in the Territory. 

1.21    “EMA” means the European
Medicines Agency or a successor agency thereto. 

1.22    “Encumbrance” means any
pledge, charge, claim, encumbrance, security interest, mortgage, easement, lien,
right of first refusal or similar restriction, including any restriction on use,
transfer, receipt of income or exercise of any other attribute of ownership
(whether arising by contract or by operation of Law). 

1.23    “European Commission”
means the authority within the European Union that has the legal authority to
grant Regulatory Approvals in the European Union based on input received from
the EMA or other competent Regulatory Authorities. 

1.24    “Executive Officers”
means, together, the Chief Executive Officer of OnCore and the Chief Executive
Officer of Licensor. 

1.25    “Existing Licenses” means
the existing license agreements between Licensor and [***], between Licensor and
[***], and between Licensor and [***]. 

1.26    “FDA” means the United
States Food and Drug Administration or a successor federal agency thereto. 

1.27    “Field” means the
diagnosis, treatment and/or prevention of hepatitis viruses in humans and any
Additional Fields included within this Agreement by exercise of the Field
Option. 

1.28    “First Commercial Sale”
means, on a country-by-country basis, the first commercial transfer or
disposition for value of a Licensed Product in such country to a Third Party by
OnCore, or any of its Affiliates or Sublicensees after Regulatory Approval for
such Licensed Product has been obtained in such country. Sales prior
to receipt of Regulatory Approval for such Licensed Product, such as so-called
“treatment IND sales,” “named patient sales,” and “compassionate use sales,”
shall not be construed as a First Commercial Sale. 

4 




1.29    “Fiscal Year” means
OnCore’s fiscal year as may be changed from time to time and which is currently
from January 1 to December 31. 

1.30    “GAAP” means generally
accepted accounting principles of the United States (in the case of OnCore) or
Switzerland (in the case of Licensor) from time to time in force and effect,
applicable as of the date on which such accounting principles are to be applied
or on which any calculation or determination is required to be made, or such
other internationally recognized financial reporting standards, such as IFRS, as
may be used by a Party in the preparation of its financial statements. 

1.31    “Generic Competition”
means the sale of Generic Product(s) in a country or other jurisdiction by one
or more Third Parties.

1.32    “Generic Product” means,
with respect to a Licensed Product, any product that (a) is sold by a Third
Party that is not a licensee or Sublicensee of OnCore or its Affiliates, or any
of their licensees or Sublicensees, (b) contains the Licensed Compound as an
active ingredient, and (c) is approved in reliance, in whole or in part, on the
prior approval (or on safety or efficacy data submitted in support of the prior
approval) of such Licensed Product as determined by the applicable Regulatory
Authority, including any product authorized for sale (i) in the U.S. pursuant to
Section 505(b)(2) or Section 505(j) of the FFDCA (21 U.S.C. 355(b)(2) and 21
U.S.C. 355(j), respectively), (ii) in the European Union pursuant to a provision
of Articles 10, 10a or 10b of Parliament and Council Directive 2001/83/EC as
amended (including an application under Article 6.1 of Parliament and Council
Regulation (EC) No 726/2004 that relies for its content on any such provision),
or (iii) in any other country or jurisdiction pursuant to all equivalents of
such provisions, including any amendments and successor statutes with respect to
the subsections (i) through (iii) thereto. A Licensed Product licensed or
produced by OnCore (i.e., an authorized generic product) shall not constitute a
Generic Product.

1.33    “Intellectual Property”
means all rights in (a) Patent Rights, (b) trademarks and service marks (whether
registered or not), trademark and service mark applications and registrations,
trade names, trade dress, logos, slogans, (c) Copyrights, (d) Know-How, and (e)
technology, software, trade secrets, rights in domain names and web pages,
rights in designs, and other intellectual property rights, other than
off-the-shelf computer programs, in all cases whether or not registered or
registrable and including registrations and applications for registrations of
these and rights to apply for same and all rights and forms of protection of a
similar nature or having equivalent or similar effect to any of these anywhere
in the world. 

1.34    “Know-How” means any: (a)
scientific or technical information, results and data of any type whatsoever, in
any tangible or intangible form whatsoever, that is not in the public domain or
otherwise publicly known, including discoveries, inventions, trade secrets,
devices, databases, practices, protocols, regulatory filings, methods, processes
(including manufacturing processes, specification and techniques), techniques,
concepts, ideas, specifications, formulations, formulae, data (including
pharmacological, biological, chemical, toxicological, clinical and analytical information, quality control, trial and
stability data), case report forms, medical records, data analyses, reports,
studies and procedures, designs for experiments and tests and results of
experimentation and testing (including results of research or development),
summaries and information contained in submissions to and information from
ethical committees, or Regulatory Authorities, and manufacturing process and
development information, results and data, whether or not patentable, all to the
extent not claimed or disclosed in a patent or patent application; and (b)
compositions of matter, cells, cell lines, assays, animal models and physical,
biological or chemical material, including drug substance samples, intermediates
of drug substance samples, drug product samples and intermediates of drug
product samples. The fact that an item is known to the public shall not be taken
to exclude the possibility that compilation including the item, and/or a
development relating to the item, is (and remains) not known to the public.
“Know-How” includes any rights including copyright, database or design rights
protecting such Know-How. “Know-How” excludes Patent Rights. 

5 




1.35    “Knowledge” means, with
respect to a matter that is the subject of a given representation, or warranty
of Licensor, the knowledge, information or belief of any officer or director of
Licensor, or such other employee of Licensor who would reasonably be expected
have knowledge of the matter in question, has, or should reasonably be expected
to have, after making reasonable inquiry into the relevant subject matter.
“Knowingly” means with Knowledge. 

1.36    “Law” or “Laws”
means any and all applicable laws of any jurisdiction which are applicable to
any of the Parties or their respective Affiliates or (sub)licensees in carrying
out activities hereunder or to which any of the Parties or their respective
Affiliates or (sub)licensees in carrying out the activities hereunder is
subject, that may be in effect from time to time, and shall include all
statutes, enactments, acts of legislature, laws, ordinances, rules, regulations,
notifications, guidelines, directions, directives and orders of any statutory
authority, tribunal, board, or court or any central or state government or local
authority or other governmental entity in such jurisdictions, including the
International Conference on Harmonisation (ICH) guidance or other comparable
regulation and guidance of any applicable Regulatory Authority in the Territory,
as applicable. 

1.37    “Licensed Compound” means
all Qb VLPs, including CYT003, containing least one of the following: 

(a)     a TLR9 agonist encapsulated
within said Qb VLP, and wherein said Qb VLP is not conjugated with any other
molecule; 

(b)     a TLR9 agonist encapsulated
within said Qb VLP, and wherein said Qb VLP is conjugated with [***], or with
[***]; 

(c)     a TLR7 agonist, including
without limitation [***], encapsulated within said Qb VLP, and wherein said Qb
VLP is not conjugated with any other molecule; 

(d)     a TLR7 agonist, including
without limitation [***], encapsulated within said Qb VLP, and wherein said Qb
VLP is conjugated with [***]; 

6 




(e)     a RIG-I agonist encapsulated
within said Qb VLP, and wherein said Qb VLP is not conjugated with any other
molecule; or 

(f)     a RIG-I agonist encapsulated
within said Qb VLP, and wherein said Qb VLP is conjugated with [***].

1.38    “Licensed Compound Series”
means any one of the Licensed Compounds in Section 1.37(a) - 1.37(f) referred to
individually.

1.39    “Licensed Product” means
any product, in any dosage form, formulation, presentation or package
configuration that is commercialized or undergoing research or preclinical or
clinical development that contains or comprises one or more Licensed Compounds.


1.40    “Licensor Bankruptcy
Event” means: (a) voluntary or involuntary proceedings by or against
Licensor that are instituted in bankruptcy under any insolvency law, which
proceedings, if involuntary, shall not have been dismissed within sixty (60)
days after the date of filing; (b) a receiver or custodian is appointed for
Licensor; (c) proceedings are instituted by or against Licensor for corporate
reorganization, dissolution, liquidation or winding-up of Licensor, which
proceedings, if involuntary, shall not have been dismissed within sixty (60)
days after the date of filing; or (d) substantially all of the assets of
Licensor are seized or attached and not released within sixty (60) days
thereafter. 

1.41    “Licensor
Copyrights” means all Copyrights that are Controlled by Licensor or any
of its Affiliates, as of the Execution Date or at any time thereafter during the
Term and are necessary or useful in the research, Development, manufacture, use,
or Commercialization of a Licensed Compound or Licensed Product.

1.42    “Licensor Know-How” means
all Know-How that is Controlled by Licensor or any of its Affiliates, as of the
Execution Date or at any time thereafter during the Term, and is necessary or
useful in the research, Development, manufacture, use, or Commercialization of a
Licensed Compound or Licensed Product. The Licensor Know-How shall include all
KnowHow set forth on Schedule 1.42. 

1.43    “Licensor Materials” means
the materials set forth on Schedule 1.43. 

1.44    “Licensor Patents” means
all Patent Rights that are Controlled by Licensor or any of its Affiliates, as
of the Execution Date or at any time thereafter during the Term, and that are
necessary or useful for the research, Development, manufacture, use, or
Commercialization of a Licensed Compound or Licensed Product or that otherwise
claim or cover the Licensor Know-How. Listed on Schedule 1.44 are all
Licensor Patents existing as of the Effective Date; provided, that Licensor
shall update Schedule 1.44 from time to time to include any new Patent
Rights that come to be Controlled by Licensor or any of its Affiliates at any
time during the Term on or following the Effective Date that are necessary or
useful for the research, Development, manufacture, use, or Commercialization of
a Licensed Compound or Licensed Product. Licensor Patents expressly exclude
Patent Rights Controlled by an Affiliate of Licensor who becomes an Affiliate
through a merger or acquisition by or of Licensor, which Patent Rights were
Controlled by such Affiliate immediately prior to such merger or acquisition.


7 




1.45    “Licensor Technology”
means the Licensor Copyrights, Licensor Patents, the Licensor Know-How and the
Licensor Materials, and all other Intellectual Property rights Controlled by
Licensor or any of its Affiliates at any time during the Term on or following
the Execution Date that are necessary or useful for the research, Development,
manufacture, use, or Commercialization of a Licensed Compound or Licensed
Product. 

1.46    “Marketing Authorization”
means all approvals from the relevant Regulatory Authority necessary to market
and sell a Licensed Product in any country including pricing and pricing
reimbursement approval. 

1.47    “Marketing Authorization
Application” or “MAA” shall mean an application or submission for
Marketing Authorization of a pharmaceutical product filed with a Regulatory
Authority to obtain marketing approval for such pharmaceutical product in a
country or group of countries, including all additions, deletions or supplements
thereto, and as any and all such requirements may be amended, or supplanted, at
any time 

1.48    “Net Sales” means [***]:


	 	(a) 	[***]; 
	 	 	 
	 	(b) 	[***]; 
	 	 	 
	 	(c) 	[***]; 
	 	 	 
	 	(d) 	[***]; 
	 	 	 
	 	(e) 	[***]; 
	 	 	 
	 	(f) 	[***]; 
	 	 	 
	 	(g) 	[***]; and 
	 	 	 
	 	(h) 	[***]. 
	 	 	 
	 	[***]: 	  
	 	 	 
	 	(1) 	[***]. 
	 	 	 
	 	(2) 	[***]. 
	 	 	 
	 	(3) 	[***]. 
	 	 	 
	 	(4) 	[***]. 
	 	 	 
	 	(5) 	[***]. 
	 	 	 
	 	[***]. 	  


1.49    “New Drug Application”
means a new drug application filed with the FDA under 21 U.S.C. § 505(b)(1)
(including amendments and supplements thereto) to obtain Regulatory Approval in
the United States.

8 




1.50    “OnCore Competitor”
means any company that (itself or through an Affiliate) is developing or
commercializing a Competing Product that is, or could reasonably be expected to
be, in competition with any product that OnCore (itself or through an Affiliate)
is developing or commercializing. 

1.51    “OnCore Royalty Term
Patent” means any Patent Right owned by OnCore that claims inventions based
on Licensor Know-How that is specifically described on Schedule 1.42 made
within [***] years after the Execution Date. 

1.52    “Patent Rights” means: (a)
all national, regional and international patents and patent applications,
including provisional patent applications, (b) all patent applications filed
either from such patents, patent applications or provisional applications or
from an application claiming priority from either of these, including
divisionals, continuations, continuations-in-part, provisionals, converted
provisionals and continued prosecution applications, (c) any and all patents
that have issued or in the future issue from the foregoing patent applications
((a) and (b)), including utility models, petty patents and design patents and
certificates of invention, and (d) any and all extensions or restorations by
existing or future extension or restoration mechanisms, including revalidations,
reissues, re-examinations and extensions (including any supplementary protection
certificates and the like) of the foregoing patents or patent applications ((a),
(b), and (c)). 

1.53    “Person” means any
natural person, corporation, firm, business trust, joint venture, association,
organization, company, partnership or other business entity, or any government
or agency or political subdivision thereof. 

1.54    “Phase 1b POC
Trial” means a clinical trial of a pharmaceutical product into infected
patients with the primary purpose of determining safety, efficacy, metabolism,
pharmacokinetic properties and clinical pharmacology of such product.

1.55    “Phase 1” means a
human clinical trial of a Licensed Product, the principal purpose of which is a
preliminary determination of safety, tolerability, pharmacological activity or
pharmacokinetics in healthy individuals or patients or similar clinical study
prescribed by the Regulatory Authorities, including the trials referred to in 21
C.F.R. §312.21(a), as amended. 

1.56    “Phase 2” means a
human clinical trial of a Licensed Product, the principal purpose of which is a
determination of safety and efficacy in the target patient population, which is
prospectively designed to generate sufficient data that may permit commencement
of pivotal clinical trials, or a similar clinical study prescribed by the
Regulatory Authorities, from time to time, pursuant to applicable Law or
otherwise, including the trials referred to in 21 C.F.R. §312.21(b), as amended.


1.57    “Phase 3” means a
human clinical trial of a Licensed Product on a sufficient number of subjects in
an indicated patient population that is designed to establish that a or Licensed
Product is safe and efficacious for its intended use and to determine the
benefit/risk relationship, warnings, precautions, and adverse reactions that are
associated with such product in the dosage range to be prescribed, which trial
is intended to support marketing approval of such Licensed Product, including
all tests and studies that are required by the FDA from time to time, pursuant to applicable Law or otherwise, including the
trials referred to in 21 C.F.R. §312.21(c), as amended. 

9 




1.58    “Price Approvals”
means, in those countries in the Territory where Regulatory Authorities may
approve or determine pricing and/or pricing reimbursement for pharmaceutical
products, such pricing and/or pricing reimbursement approval or determination.


1.59    “Qb VLP” means a Q
beta-derived virus like particle.

1.60    “Regulatory
Authority” means: (a) in the US, the FDA; (b) in the EU, the EMA or the
European Commission; or (c) in any other jurisdiction anywhere in the world, any
regulatory body with similar regulatory authority over pharmaceutical or
biotechnology products. 

1.61    “Regulatory Approval”
means any and all approvals, licenses, registrations, or authorizations of the
relevant Regulatory Authority, including Price Approvals, necessary for the
Development, manufacture, use, storage, import, transport or Commercialization
of Licensed Product in a particular country or jurisdiction. For the avoidance
of doubt, Regulatory Approval to Commercialize Licensed Product shall include
Price Approval. 

1.62    “Regulatory
Documentation” means any and all applications, registrations, licenses,
authorizations and approvals (including all Regulatory Approvals), and
non-clinical and clinical study authorization applications or notifications
(including all supporting files, writings, data, studies and reports) prepared
for submission to a Regulatory Authority or research ethics committee with a
view to the granting of any Regulatory Approval, and any correspondence to or
with the EMEA or FDA or any other Regulatory Authority with respect to a
Licensed Compound, a Licensed Product (including minutes and official contact
reports relating to any communications with any Regulatory Authority), and all
data contained in any of the foregoing, including all regulatory authorizations,
regulatory drug lists, advertising and promotion documents, adverse event files
and complaint files. 

1.63    “RIG-I agonist”
means [***] or any other molecule that activates retinoic acid-inducible gene I.


1.64    “RIG-I Licensed
Product” means a Licensed Product containing a RIG-I agonist. 

1.65    “Royalty Term”
means, on a Licensed Product-by-Licensed Product and country-by-country basis,
the period from the First Commercial Sale of such Licensed Product in
such country until the later of (a) the last date on which such Licensed Product
is Covered by a Valid Claim within the Licensor Patents or any OnCore Royalty
Term Patent in such country, (b) the date on which sale of such Licensed Product
is no longer protected by regulatory data exclusivity in such country or (c) ten
years following First Commercial Sale of such Licensed Product in such country;
provided that this clause (c) shall only apply in the event that the Licensed
Product is Covered by a Valid Claim within the Licensor Patents or any OnCore
Royalty Term Patent at any time after the Execution Date. 

10 




1.66    “Senior Executive”
means a member of senior management of a Party who is designated by such Party
to resolve disputes under this Agreement. 

1.67    “Sublicensee” means
a Person other than an Affiliate of OnCore to which OnCore (or its Affiliate)
has, pursuant to Section 4.2, granted sublicense rights under any of the license
rights granted under Section 4.1; provided, that “Sublicensee” shall exclude
distributors. 

1.68    “Tax” or
“Taxes” means any federal, state, local or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental, customs duties, capital stock,
franchise, profits, withholding, social security, unemployment, disability, real
property, personal property, sales, use, transfer, registration, value added,
alternative or add-on minimum, estimated, or other tax of any kind whatsoever,
including any interest, penalty, or addition thereto, whether disputed or not.


1.69    “Technology and Program
Transfer Plan” means the plan for the transfer of Licensor Know-How,
Licensor Materials and Licensor’s CYT003 program, an outline of which is set
forth on Schedule 1.69. 

1.70    “Territory” means
all the countries in the world. 

1.71    “Third Party” means
any Person other than Licensor, OnCore or any of their respective Affiliates.


1.72    “Third Party
Action” means any Action made by a Third Party against either Party that
claims that a Licensed Compound or Licensed Product, or its use, Development,
manufacture or sale infringes or misappropriates such Third Party’s Intellectual
Property rights. 

1.73    “Third Party License
Agreement” means any agreement entered into by a Party or its Affiliate with
a Third Party, or any amendment or supplement thereto, in each case following
the Effective Date, whereby royalties, fees or other payments are to be made by
a Party or its Affiliate to such Third Party in connection with the grant of
rights under intellectual property rights Controlled by such Third Party, which
rights are necessary or useful to research, Develop, manufacture, have made,
import, export, use or Commercialize a Licensed Compound or Licensed Product.


1.74    “TLR agonist” means
a molecule that activates Toll-like receptors.

1.75    “TLR7 agonist”
means single-stranded RNA or any other TLR agonist that activates Toll-like
receptor 7.

1.76    “TLR7 Licensed
Product” means a Licensed Product containing a TLR7 agonist. 

1.77    “TLR9 agonist”
means unmethylated CpG Oligodeoxynucleotide DNA or any other TLR agonist that
activates Toll-like receptor 9.

1.78    “TLR9 Licensed
Product” means a Licensed Product containing a TLR9 agonist. 

11 




1.79    “United States” or
“US” means the United States of America, its territories and possessions.


1.80    “USD” or “$”
means the lawful currency of the United States. 

1.81    “Valid Claim” means a
claim (a) of an issued and unexpired patent which has not lapsed or been
revoked, abandoned or held unenforceable or invalid by a final decision of a
court or governmental or supra-governmental agency of competent jurisdiction,
unappealable or unappealed within the time allowed for appeal, and which has not
been disclaimed, denied or admitted to be invalid or unenforceable through
reissue, reexamination or disclaimer or otherwise, or (b) of a patent
application that is being diligently prosecuted and that has not been pending
for more than [***]  from the earliest filing date from which such
patent application is entitled to claim priority and which claim has not been
revoked, cancelled, withdrawn, held invalid or abandoned. 

1.82    Other Terms. The
definition of each of the following terms is set forth in the section of the
Agreement indicated below: 


	 	Defined Term 	Section 
	 	“Action” 	8.5.2 
	 	“Agreement” 	Preamble 
	 	“Closing” 	2.1 
	 	“Closing Date” 	2.1 
	 	“Controlling Party” 	8.6.3 
	 	“Development Support” 	5.2 
	 	“Effective Date” 	Preamble 
	 	“Existing Licenses” 	8.4.1 
	 	“Field Option” 	4.4.2 
	 	“Licensor” 	Preamble 
	 	“Licensor Indemnitees” 	11.1 
	 	“Manufacturing Support” 	5.4 
	 	“No Shop Period” 	3.3 
	 	“Offer Notice” 	4.4.3 
	 	“OnCore” 	Preamble 
	 	“OnCore Indemnitees” 	11.2 
	 	“OnCore Patent” 	8.4.4 
	 	“Option Exercise Notice” 	4.4.2 
	 	“Net Sales-Based Milestone Payment” 	7.4 
	 	“Net Sales-Based Milestone Table” 	7.4 
	 	“Non-Escalable Dispute” 	13.1 
	 	“Party” and “Parties” 	Preamble 
	 	“Regulatory Support” 	6.2 
	 	“Representatives” 	5.2 
	 	“Right of First Refusal” 	12.6.3 
	 	“Right of First Refusal Notice Period” 	12.6.3(b) 
	 	“Rules” 	13.3
	 	“Term”	12.1 



12 





ARTICLE 2 
CLOSING 

2.1     Closing. The closing
of the transactions contemplated hereby (the “Closing”) shall take place
on a date and at a time agreed by the Parties, but in no event later than the
second Business Day following the date on which the conditions set forth in
Section 2.3 below (other than those conditions that by their nature are to be
satisfied at the Closing but subject to the fulfillment or waiver of those
conditions) have been satisfied or waived, at the offices of [***] (local
time), or at such other place as the Parties hereto may mutually agree. The date
on which the Closing occurs is referred to herein as the “Closing Date”.


2.2     Deliveries at
Closing. On the terms and subject to the conditions set forth herein, at the
Closing, each Party shall deliver to the other Party (at the delivering Party’s
cost and expense) such instruments and documents which the receiving Party may
reasonably deem necessary or as may be required to consummate the transactions
contemplated hereby, each in form and substance reasonably satisfactory to the
delivering Party. Without limiting the foregoing, at the Closing, Licensor shall
deliver to OnCore a copy of an interim balance sheet based on going-concern
values reviewed by Licensor’s independent auditor that confirms that Licensor is
not overindebted in the sense of art. 725 para. 2 of the Swiss Code of
Obligations as well as written confirmation of Licensor’s independent auditor
that Licensor is not so overindebted.

2.3     Conditions to the
Obligations of OnCore. The obligations of OnCore to consummate the Closing,
shall, at the option of OnCore, be subject to the satisfaction or waiver, on or
prior to the Closing Date, of the following conditions: 

2.3.1     Representations and
Warranties. The representations and warranties of Licensor made in this
Agreement shall be true and correct in all respects: (a) as of the date hereof;
and (b) on and as of the Closing Date, as though made on such date, in each
case, except for those representations and warranties which expressly refer to
facts existing at a specific date (which shall be true and correct as of such
date). 

2.3.2     Covenants. Licensor
shall have performed or complied in all material respects with all obligations
and covenants required by this Agreement to be performed or complied with by
Licensor on or before the Closing Date. 

2.3.3     Bond Conversion.
All publicly traded bonds of Licensor shall have been converted into equity.

2.3.4     Certificate.
Licensor shall have delivered to OnCore a certificate dated the Closing Date and
signed by an authorized officer of Licensor, to the effect that the conditions
set forth in Sections 2.3.1, 2.3.2 and 2.3.3 have been satisfie.


2.3.5     Deliveries by Licensor. Licensor shall have delivered
to OnCore at Closing all of the items specified to be delivered in Section 2.2
hereof. 

13 




2.3.6     Technology and Program
Transfer Plan. The Parties shall have mutually agreed upon a final
Technology and Program Transfer Plan, which plan shall be appended to
Schedule 1.69 hereof. 

2.4     Conditions to the
Obligations of Licensor. The obligations of Licensor to consummate the
Closing shall, at the option of Licensor, be subject to the satisfaction or
waiver, on or prior to the Closing Date, of the following conditions:

2.4.1     Representations and Warranties. The representations
and warranties of OnCore made in this Agreement, without giving effect to any
materiality or material adverse effect qualifications contained therein, shall
be true and correct in all respects: (a) as of the date hereof; and (b) on and
as of the Closing Date, as though made on such date, in each case, except for
those representations and warranties which expressly refer to facts existing at
a specific date (which shall be true and correct as of such date). 

2.4.2     Covenants. OnCore
shall have performed or complied in all material respects with all obligations
and covenants required by this Agreement to be performed or complied with by
OnCore on or before the Closing Date. 

2.4.3     Deliveries by
OnCore. OnCore shall have delivered to Licensor at Closing all of the items
specified to be delivered by OnCore in Section 2.2 hereof. 

2.4.4     Technology and Program
Transfer Plan. The Parties shall have mutually agreed upon a final
Technology and Program Transfer Plan, which plan shall be appended to
Schedule 1.69 hereof. 

ARTICLE 3 
PRE-CLOSING COVENANTS 

3.1     Access and
Information. Without limiting Section 4.3 below, from and after the
Execution Date until the earlier of the termination of this Agreement and the
Closing, and in each case, subject to the confidentiality terms herein, Licensor
shall afford OnCore and its representatives reasonable access, during regular
business hours and upon reasonable advance notice, to the assets, books, records
and employees relating to the Licensed Technology, Licensed Compounds and/or
Licensed Products and/or all financial records of Licensor.

3.2     Conduct of Business.
From and after Execution Date until the earlier of the termination of this
Agreement and the Closing, except as otherwise contemplated by this Agreement or
as OnCore shall otherwise consent in writing (which consent OnCore shall not
unreasonably withhold, condition or delay), Licensor shall not: 

3.2.1     sell, lease,
license, transfer or dispose of any Licensed Technology or otherwise disclose
any Confidential Information relating thereto, or mortgage, pledge or impose any
Encumbrance (other than under the Existing Licenses) on any of the Licensed
Technology; 

3.2.2     dispose of or
permit to lapse any rights in, to or for the use of any Licensed Technology;


14 




3.2.3     cancel or
compromise any material debt or claim owed to Licensor or waive any rights of
material value relating to the Licensed Technology; or 

3.2.4     authorize any of,
or commit or agree to take any of the foregoing actions. 

3.3     No Shop. From
and after the Execution Date until the earlier of the termination of this
Agreement and the Closing (the “No Shop Period”), Licensor shall not, and
shall cause its Affiliates and its and their respective officers, directors,
employees, representatives and agents (including any investment banking, legal
or accounting firm retained by it or any of them and any individual member or
employee of the foregoing) not to, initiate, solicit or encourage any inquiry,
proposal or offer from, or engage in any negotiations or discussions regarding
any such inquiry, proposal or offer with, any Third Party (other than OnCore)
regarding any direct or indirect acquisition, transfer, license or other grant
of rights with respect to the Licensor Technology in the Field. 

3.4     Materials Prior to
Closing. Licensor shall provide OnCore, at OnCore’s expense, with certain
Licensor Materials prior to the Closing, including such quantities of CYT003 and
the associated analytical methods, as may be reasonably requested by OnCore for
the purpose of enabling OnCore’s conduct of certain non-clinical research
activities using such Licensor Materials. OnCore shall pay for such Licensor
Materials according to the purchase price set forth in Schedule 1.43 pro
rata based on the amount of materials transferred to OnCore.

ARTICLE 4 
LICENSES AND OTHER RIGHTS 

4.1     Grant of License
to OnCore. Subject to the terms and conditions of this Agreement, Licensor
hereby grants to OnCore and its Affiliates, effective as of the Closing Date, an
exclusive (even as to Licensor) worldwide right and license (with the right to
sublicense, subject to the provisions of Section 4.2) under the Licensor
Technology to research, Develop, manufacture, have manufactured, use and
Commercialize Licensed Compounds and Licensed Products in the Territory in the
Field. Notwithstanding that the licenses are not effective until the Closing
Date, Licensor grants to OnCore and its Affiliates the foregoing licenses to the
extent necessary for OnCore to exercise its rights pursuant to Section 3.4. 

4.2     Right to
Sublicense. OnCore shall have the right, in its sole discretion, to grant
sublicenses, in whole or in part, through multiple tiers of Sublicensees, under
the licenses granted in Section 4.1, provided that no sublicense or other right
may be granted with respect to Licensor Technology, Licensed Compounds or
Licensed Products in any Additional Field for a period of two (2) years after
the exercise of the Field Option for such Additional Field without the prior
written consent of Licensor, such consent not to be unreasonably withheld,
conditioned or delayed. 

4.3     Technology
Transfer. After the Closing Date, Licensor shall make available to OnCore
the Licensor Know-How and Licensor Materials and undertake the other activities
set forth in the Technology and Program Transfer Plan in the manner and
according to the schedule set forth therein. OnCore shall be responsible for
certain costs as set forth in the Technology and Program Transfer Plan;
provided, however, that except as provided in Section 3.4, OnCore shall not be required to make payments for any Licensor Materials
until the later of (i) March 31, 2015 and (ii) the Closing Date. The technology
transfers set forth in the Technology and Program Transfer Plan shall occur in
an orderly fashion and in a manner such that the value, usefulness and
confidentiality of the transferred Licensor Know-How, Licensor Materials and
Regulatory Documentation are preserved in all material respects. In addition to
implementing the Technology and Program Transfer Plan, during the Term, Licensor
shall provide to OnCore full and prompt disclosure, but in no event less
frequently than semi-annually, of any Licensor Technology that becomes
Controlled by Licensor or any of its Affiliates after the Closing Date and that
is necessary or useful to OnCore to conduct its activities or exercise its
rights as contemplated hereunder and shall, in the case of Licensor Know-How,
promptly following such disclosure, transfer to OnCore such Licensor Know-How.

15 




4.4     Field Option.


4.4.1     Licensor shall not,
and shall cause its Affiliates not to, grant to any Third Party any rights to
the Licensor Technology in the Additional Fields, except in accordance with
Section 4.4.3.

4.4.2     Licensor hereby
grants to OnCore the first option (the “Field Option”) to expand the
Field to include any Additional Fields in accordance with this Section 4.4.
OnCore may, at any time during the Term and regardless of whether the Field
Option has been previously exercised, give written notice (each an “Option
Exercise Notice”) to Licensor that OnCore wishes to exercise its Field
Option to include under this Agreement any Additional Fields. The Option
Exercise Notice shall set forth the Additional Fields to which the Field Option
shall apply. Effective upon the date of the Option Exercise Notice, the
definition of Field shall be deemed to include the Additional Fields that are
the subject of the Option Exercise Notice.

4.4.3     If a Third Party
requests that Licensor grant any rights to the Licensor Technology in any
Additional Fields that have not already been included in the Field, Licensor
shall provide OnCore with written notice (each an “Offer Notice”) of such
request. The Offer Notice shall set forth the Additional Fields requested by the
Third Party and include all available Baseline Data. To the extent the Baseline
Data is not sufficient for OnCore to make a reasonably informed decision
regarding such Additional Field, OnCore shall so notify Licensor and the Parties
shall confer regarding what additional data OnCore may reasonably require.
OnCore shall have ninety (90) days from the later of (a) the effective date of
the Offer Notice or (b) receipt of all Baseline Data (if not provided with the
Offer Notice), in which to provide Licensor with an Option Exercise Notice
covering such Additional Fields. Effective upon the date of the Option Exercise
Notice, the definition of Field shall be deemed to include such Additional
Fields. If OnCore does not provide such Option Exercise Notice within the ninety
(90) day period, Licensor shall be free to grant a license to such Third Party
under the Licensor Technology only with respect to the Additional Fields that
were the subject of the Offer Notice and which are not already included within
the Field.

4.4.4     Within [***] months from
providing the Option Exercise Notice, OnCore shall commence the Development of
at least one Licensed Product with respect to each Additional Field for which
OnCore has exercised the Field Option pursuant to a research or development plan
that in the exercise of OnCore’s prudent scientific and business judgment is
consistent with the level of efforts OnCore would devote to a
product at a similar stage in its product life and having profit potential and
strategic value comparable to that of the Licensed Product for such Additional
Field, taking into account, without limitation, commercial, legal and regulatory
factors, target product profiles, product labeling, past performance, the
regulatory environment and competitive market conditions in the therapeutic
area, safety and efficacy of the Licensed Product in such Additional Field.

16 




4.5     Financial Reporting.
On or before March 31 and September 30 of each year of the Term, Licensor shall
provide to OnCore full and prompt disclosure, of Licensor’s financial condition,
including a copy of an interim balance sheet based on going-concern values
reviewed by Licensor’s independent auditor. 

ARTICLE 5 
DEVELOPMENT, MANUFACTURE AND
COMMERCIALIZATION OF PRODUCT 

5.1     Development of Licensed
Product by OnCore. After the Closing Date, OnCore shall have the exclusive
right and decision-making authority to research and Develop the Licensed
Compounds and Licensed Products in the Field and to conduct (either itself or
through its Affiliates, agents, subcontractors and/or Sublicensees) all clinical
trials and non-clinical studies OnCore believes appropriate to obtain Regulatory
Approval for Licensed Products in the Field. 

5.2     Licensor Support in
Development. After the Closing Date, Licensor shall assist OnCore with
Development of the Licensed Compounds and Licensed Products by making its
employees, consultants, contractors, advisors and agents
(“Representatives”) that are knowledgeable regarding the Licensor
Technology, the Licensed Compounds or Licensed Products (including the
properties and functions thereof), available to OnCore for scientific and
technical explanations, advice and on-site support (collectively, the
“Development Support”). All Development Support requested by OnCore shall
be at OnCore’s expense and at industry standard rates

5.3     Commercialization.
After the Closing Date, OnCore (or its Affiliates, Sublicensees or other Third
Parties designated by OnCore) shall have the exclusive right and decision-making
authority to Commercialize Licensed Products and Licensed Compounds in the
Field. 

5.4     Clinical and Commercial
Manufacturing. After the Closing Date, OnCore (or its Affiliates,
Sublicensees or other Third Parties designated by OnCore) shall have the
exclusive right to manufacture the Licensed Compounds and Licensed Products for
use in the Field. After the Closing Date, Licensor shall make Representatives
that are knowledgeable regarding the Licensor Technology, the Licensed Compounds
or Licensed Products available to OnCore for scientific and technical
explanations, advice and on-site support, that may reasonably be required by
OnCore, relating to the manufacture of a Licensed Compound and Licensed Product
(the “Manufacturing Support”), including manufacturing scale-up. All such
Manufacturing Support shall be at OnCore’s expense and at industry standard
rates. 

17 




5.5     Diligence by
OnCore. After the Closing Date, OnCore shall use Commercially Reasonable
Efforts to Develop and Commercialize at least one Licensed Product in the Field
and, to the extent OnCore exercises the Field Option for an Additional Field, in
each Additional Field. OnCore shall have the exclusive right to determine, in
its sole discretion, the launch strategy for a Licensed Product in the Field
subject to its exercise of Commercially Reasonable Efforts and the availability
of any necessary Third Party licenses or other rights. Activities by OnCore’s
Affiliates and Sublicensees shall be considered as OnCore’s activities under
this Agreement for purposes of determining whether OnCore has complied with its
obligation to use Commercially Reasonably Efforts. OnCore shall be relieved of
its diligence obligations under this Section 5.5 starting from the date OnCore
provides Licensor with a termination notice pursuant to Section 12.3 or Section
12.4, subject to the terms and conditions described in Section 12.5.2(a)(vii) .


5.6     OnCore’s Right to
Subcontract. OnCore may exercise any of its rights, or perform any of its
obligations, under this Agreement (including any of the rights licensed in
Section 4.1) by subcontracting the exercise or performance of all or any portion
of such rights and obligations on OnCore’s behalf. Any subcontract granted or
entered into by OnCore as contemplated by this Section 5.6 of the exercise or
performance of all or any portion of the rights or obligations that OnCore may
have under this Agreement shall not relieve OnCore from any of its obligations
under this Agreement. 

5.7     Trade Marks.
After the Closing Date, as between Licensor and OnCore, OnCore shall have the
sole authority to select trademarks for Licensed Products in the Field and shall
own all such trademarks. 

5.8     Reporting.
OnCore shall, within [***] days of each anniversary of the Closing Date, provide
Licensor with a written report summarizing in reasonable detail its major
Development and, as applicable, Commercialization activities conducted since the
last such report. All information and reports provided to Licensor pursuant to
this Section 5.8 shall be treated as Confidential Information of OnCore
hereunder. Notwithstanding the foregoing, OnCore’s obligation to provide reports
under this Section 5.8 shall expire: (a) with respect to Development,
upon receipt of Regulatory Approval for Licensed Product, and (b) with respect
to Commercialization, upon the third anniversary of the First Commercial Sale of
Licensed Product hereunder. 

ARTICLE 6 
REGULATORY MATTERS 

6.1     Regulatory
Filings. After the Closing Date, as between OnCore and Licensor, OnCore
shall own and maintain all regulatory filings and Regulatory Approvals for
Licensed Products in the Field, including all INDs and Marketing Authorization
Applications. 

6.2     Communications
with Regulatory Authorities. After the Closing Date, OnCore (or one of its
Affiliates or Sublicensees) shall be responsible, and act as the sole point of
contact, for communications with Regulatory Authorities in connection with the
Development, Commercialization, and manufacturing of Licensed Compounds and
Licensed Products in the Field. After the Closing Date, Licensor shall not
initiate, with respect to any Licensed Compound or Licensed Product in the Field, any meetings or
contact with Regulatory Authorities without OnCore’s prior written consent.
After the Closing Date, to the extent Licensor receives any written or oral
communication from any Regulatory Authority relating to a Licensed Compound or
Licensed Product in the Field, Licensor shall (a) refer such Regulatory
Authority to OnCore, and (b) as soon as reasonably practicable (but in any event
within twenty-four (24) hours), notify OnCore and provide OnCore with a copy of
any written communication received by Licensor or, if applicable, complete and
accurate minutes of such oral communication. After the Closing Date, at the
request of OnCore, Licensor shall make available to OnCore a Representative
knowledgeable regarding the Licensor Technology, the Licensed Compounds or
Licensed Products, who shall, together with the representatives of OnCore,
participate in and contribute to meetings with the Regulatory Authorities with
respect to regulatory matters relating to the Licensor Technology
(“Regulatory Support”). All such Regulatory Support shall be at OnCore’s
expense and at industry standard rates. 

18 




6.3     Adverse Event
Reporting. The Parties agree to comply with any and all Laws that are
applicable as of the Execution Date and thereafter during the Term in connection
with Licensed Product safety data collection and reporting. After the Execution
Date, if Licensor has or receives any information regarding any Adverse Event
which may be related to the use of Licensed Product, then Licensor shall provide
OnCore with all such information in English within such time that shall enable
OnCore to comply with all Laws and relevant regulations and requirements. OnCore
shall report to Licensor any Adverse Event culminating in death or permanent
disability of a patient or subject who is administered Licensed Product. 

6.4     Recalls. After
the Closing Date, OnCore shall have the sole right to determine whether and how
to implement a recall or other market withdrawal of a Licensed Product in the
Field. 

ARTICLE 7 
FINANCIAL PROVISIONS 

7.1     Development
Milestones. 

7.1.1     In partial
consideration of the rights granted by Licensor to OnCore and subject to the
terms and conditions set forth in this Agreement, OnCore shall pay to Licensor a
milestone payment within [***] days after the achievement of each of the
following milestones for the first Licensed Compound in a Licensed Compound
Series developed and commercialized for diagnosis, prevention and treatment of
hepatitis virus infections in humans and any additional virus infection included
in the Field upon exercise of the Field Option, in each case only if such
Licensed Compound was Covered by a Valid Claim within the Licensor Patents or
any OnCore Royalty Term Patent at any time after the Execution Date: 


	Development Milestone 
	Payment 
(all
      in USD) 

	
    Upon enrollment of the
    first patient in the first Phase 1b POC Trial 
	[***] 
	
    Upon enrollment of the first patient in the first Phase 2
      clinical trial 
	[***] 
	
    Upon enrollment of the first patient in the first Phase 3
      clinical trial 
	[***] 
	
    Upon the first New Drug Application filing with the FDA for
      regulatory 
approval in the United States 
	[***] 
	
    Upon the first MAA filing for regulatory approval in the
      European Union 
	[***] 
	
    Upon the first New Drug Application or equivalent filing
      for regulatory 
approval in the first of: China, Japan, South Korea,
      Taiwan or Singapore 
	[***] 
	
    Upon the first approval of a New Drug Application in the
      United States 
	[***] 
	
    Upon the first approval of an MAA in the European Union 
	[***] 
	
    Upon the first approval of a New Drug Application or
      equivalent in the first 
of: China, Japan, South Korea, Taiwan or
      Singapore 
	[***] 



19 




7.1.2     Each milestone payment in this
Section 7.1 shall be payable only upon the first achievement of such milestone
in a particular indication for the first Licensed Product from the same Licensed
Compound Series and no amounts shall be due for subsequent or repeated
achievements of such milestone in such indication with Licensed Products from
such Licensed Compound Series.

7.1.3     If the first Licensed Product
in a Licensed Compound Series in a particular indication is abandoned for any
reason prior to the First Commercial Sale and an additional Licensed Product in
the same Licensed Compound Series for the same indication is advanced into
clinical development, OnCore shall resume milestone payments starting at the
event subsequent to the last milestone payment that was made with respect to the
first Licensed Product in such Licensed Compound Series.

7.1.4     If a development milestone
event based on the enrollment of the first patient in a particular clinical
trial has not been achieved with a Licensed Product, but a subsequent
development milestone event is achieved, then the milestone payment for the
preceding milestone event shall become due and payable upon the achievement of
such subsequent milestone event.

7.1.5     The maximum aggregate amount
payable by OnCore pursuant to this Section for each Licensed Compound Series for
a given indication is $67 million and for all Licensed Products for a given
indication is [***].

7.2     Discontinuation
Payment. In the event that development of a Licensed Product that has
successfully completed a Phase 1b POC Trial is terminated by OnCore for reason
other than safety or efficacy and no other Licensed Product containing the same
agonist (i.e., a TLR9 agonist, TLR7 agonist or RIG-I agonist) remains under
development, OnCore shall pay Licensor a one-time discontinuation payment of
[***] within [***] days of such discontinuation. OnCore shall make this
discontinuation payment only once in the Field (as defined as of the Execution
Date) regardless of the number of Licensed Products that are discontinued in the
Field, and only once for each of the Additional Fields with respect to which
OnCore has exercised the Field Option regardless of the number of Licensed
Products that are discontinued in such Additional Field. If OnCore fails to
initiate research or development activities in such Additional Field within [***] months from providing the Option Exercise Notice,
OnCore shall pay to Licensor a one-time discontinuation payment of [***]. If a
discontinuation payment is due with respect to an Additional Field, the licenses
granted under this Agreement shall automatically terminate with respect to such
Additional Field. 

20 




7.3     Royalty Payments
for Licensed Product. 

7.3.1     Royalty
Rate. As further consideration for the rights granted to OnCore hereunder,
subject to Sections 7.3.2, 7.3.3 and 7.3.4, during each applicable Royalty Term,
OnCore shall pay to Licensor a royalty on Net Sales of each Licensed Product in
the Territory (excluding Net Sales of each Licensed Product in any country in
the Territory for which the Royalty Term for such Licensed Product in such
country has expired) during each Calendar Year at the following rates:


	Net Sales in the Territory of all
      
Licensed Products in a Calendar Year 	Royalty Rate 

	
    For that portion of aggregate Net Sales of all Licensed
      
Products in the Territory during a Calendar Year less 
than [***]
    
	[***] 
	
    For that portion of aggregate Net Sales of all Licensed
      
Products in the Territory during a Calendar Year equal 
to or
      greater than [***] but less than [***] 
	[***] 
	
    For that portion of aggregate Net Sales of all Licensed
      
Products in the Territory during a Calendar Year equal 
to or
      greater than [***] 
	[***] 



7.3.2     Royalty
Step-Down. If, during the Royalty Term, there is (i) Generic Competition
with a Licensed Product in a particular country, or (ii) no Valid Claim of a
Licensor Patent or OnCore Royalty Term Patent covering a Licensed Product in a
particular country, then, for such country, the royalties payable to Licensor
for Net Sales of such Licensed Product in such country shall be reduced by [***]
of the applicable royalty rate(s) set forth in Section 7.3.1.

7.3.3     Compulsory
License. In the event that Licensor or OnCore receives a request for a
Compulsory License anywhere in the world, it shall promptly notify the other
Party. If any Third Party obtains a Compulsory License in any country, then
Licensor or OnCore (whoever has first notice) shall promptly notify the other
Party. Thereafter, as of the date the Third Party obtained such Compulsory
License in such country, the royalty rate payable under Section 7.3.1 to
Licensor for Net Sales in such country shall be adjusted to equal any lower
royalty rate granted to such Third Party for such country with respect to the
sales of such Licensed Product therein. In addition, should OnCore grant a
Sublicense to a Third Party in any country to avoid the imposition of such a
Compulsory License, the royalty rate payable under Section 7.3.1 to Licensor for
Net Sales in such country shall also be adjusted to match any lower royalty rate
payable by such Sublicensee for such country under such Sublicense. 

21 




7.3.4     Reductions for
Third Party License Agreements. If OnCore or any of its Affiliates enter
into a Third Party License Agreement(s) required to avoid or settle an alleged
infringement of such Third Party’s Intellectual Property rights arising from the
use, Development, manufacture or sale of a Licensed Compound or Mono Product,
OnCore shall be entitled to deduct from any amount payable to Licensor under
Section 7.3.1 [***] of any amounts paid by OnCore or such Affiliates pursuant to
such Third Party License Agreement(s) in respect of the Licensed Product which
gave rise to the payment obligation under Section 7.3.1; provided, that in no
event shall the foregoing deduction reduce the amount due to Licensor pursuant
to Section 7.3.1 for any Calendar Quarter by more than [***]. If, but for the
proviso in the preceding sentence, the deduction under this Section 7.3.4 would
have reduced a payment made by OnCore by more than [***], then the amount of
such deduction that exceeds [***] will be carried over to subsequent payments
until the full amount that OnCore would have been entitled to deduct (absent the
above limitation) is deducted. 

7.3.5     Timing of
Payment. Royalties payable under Section 7.3 shall be payable on actual Net
Sales and shall accrue at the time the payment for the sale of Licensed Product
is received. Royalty obligations that have accrued during a particular Calendar
Quarter shall be paid, on a Calendar Quarter basis, within [***] after the end
of each Calendar Quarter during which the royalty obligation accrued. 

7.3.6     Royalty Reports
and Records Retention. Within [***] after the end of each Calendar Quarter
during which Licensed Product has been sold, OnCore shall deliver to Licensor,
together with the applicable royalty payment due for such Calendar Quarter, a
written report, on a Licensed Product-by-Licensed Product and a
country-by-country basis, of Net Sales subject to royalty payments for such
Calendar Quarter. Such report shall be deemed “Confidential Information” of
OnCore subject to the obligations of ARTICLE 9 of this Agreement. For one year
(unless OnCore’s, or any of its relevant Affiliate’s, internal company
procedures require a shorter period) after each sale of Licensed Product occurs,
OnCore shall, and shall ensure that its Affiliates and Sublicensees, keep
complete and accurate records of such sale in sufficient detail to confirm the
accuracy of the royalty calculations hereunder. 

7.4     Sales Performance
Milestones. In partial consideration of the license rights granted by
Licensor to OnCore hereunder, in the event that the cumulative Net Sales in the
Territory for all Licensed Products made by OnCore or any of its Affiliates or
Sublicensees exceeds a threshold set forth in the left-hand column of the table
immediately below (the “Net Sales-Based Milestone Table”), OnCore shall
pay to Licensor a milestone payment (each, a “Net Sales-Based Milestone
Payment”) in the corresponding amount set forth in the right column of the
Net Sales-Based Milestone Table. Each Net Sales-Based Milestone Payment shall be
due upon the later of (a) [***] after achievement of the applicable threshold or
(b) for any payment other than the first Net Sales-Based Milestone Payment, the
first Business Day of the next Fiscal Year following payment of the immediately
preceding Net Sales-Based Milestone Payment. Each Net Sales-Based Milestone
Payment is payable only on the first achievement of such milestone and the
maximum aggregate amount payable by OnCore pursuant to this Section is
[***].

22 






	Net Sales Performance Threshold 	Payment 
	Cumulative Net Sales ≥ [***] 	[***] 
	Cumulative Net Sales ≥ [***] 	[***] 
	Cumulative Net Sales ≥ [***] 	[***] 
	Cumulative Net Sales ≥ [***] 	[***] 



7.5     Mode of Payment
and Currency. All payments to Licensor hereunder shall be made by deposit of
USD in the requisite amount to such bank account as Licensor may from time to
time designate by written notice to OnCore. With respect to sales not
denominated in USD, OnCore shall convert applicable sales in foreign currency
into USD by using the then current and reasonable standard exchange rate
methodology applied to its external reporting or other standard practice used
for the preparation of its audited financial statements. Based on the resulting
sales in USD, the then applicable royalties shall be calculated. The Parties may
vary the method of payment set forth herein at any time upon mutual written
agreement, and any change shall be consistent with the local Law at the place of
payment or remittance. 

7.6     Legal
Restrictions. If at any time legal restrictions prevent the remittance by
OnCore of all or any part of royalties due on Net Sales in any country, OnCore
shall have the right and option to make such payment either by depositing the
amount thereof in local currency to an account in the name of Licensor in a bank
or other depository selected by Licensor in such country. 

7.7     Audits. 

7.7.1     Audits
Generally. During the Royalty Term and for one Calendar Year thereafter, and
not more than once in each Calendar Year, OnCore shall permit, and shall cause
its Affiliates to permit, an independent certified public accounting firm of
nationally recognized standing selected by Licensor, and reasonably acceptable
to OnCore, to have access to and to review, during normal business hours upon
reasonable prior written notice, the applicable records of OnCore and its
Affiliates to verify the accuracy of the royalty reports and payments under this
ARTICLE 7. Such review may cover the records for sales made in any Calendar Year
ending not more than one year prior to the date of such request. The accounting
firm shall disclose to Licensor and OnCore only whether the royalty reports are
correct or incorrect and the specific details concerning any discrepancies. No
other information shall be provided to Licensor. 

7.7.2     Audit-Based
Reconciliation. If such accounting firm concludes that additional amounts
were owed during such period, and OnCore agrees with such calculation, OnCore
shall pay the additional undisputed amounts within [***] after the date Licensor
delivers to OnCore such accounting firm’s written report. If such accounting
firm concludes that an overpayment was made, such overpayment shall be fully
creditable against amounts payable in subsequent payment periods or, at OnCore’s
request, shall be promptly reimbursed to OnCore.

23 




If OnCore disagrees with such calculation, it may retain its
own independent certified public accounting firm of recognized standing and
reasonably acceptable to Licensor, to conduct a review, and if such firm concurs
with the other accounting firm, OnCore shall make the required payment within
[***] after the date OnCore receives the report of its accounting firm. If
OnCore’s accounting firm does not concur, OnCore and Licensor shall meet and
negotiate in good faith a resolution of the discrepancies between the two firms.
Licensor shall pay for the cost of any audit, unless OnCore has underpaid
Licensor by at least [***], in which case OnCore shall pay for the cost of the
audit. 

7.7.3     Audit
Confidentiality. Each Party shall treat all information that it receives
under this Section 7.7 in accordance with the confidentiality provisions of
ARTICLE 9 of this Agreement, and shall cause its accounting firm to enter into
an acceptable confidentiality agreement with the other Party obligating such
firm to retain all such financial information in confidence pursuant to such
confidentiality agreement, except to the extent necessary for such Party to
enforce its rights under this Agreement. The terms of this Section 7.7 shall
apply mutatis mutandis with respect to OnCore’s right to audit Licensor’s
records related to those Out-of-Pocket Expenses for which Licensor seeks
reimbursement hereunder. 

7.8     Withholding
Tax. Licensor shall be responsible for the payment of any and all Taxes
levied on account of the royalties and other payments paid to Licensor by OnCore
or its Affiliates or Sublicensees under this Agreement. If Law requires that
Taxes be deducted and withheld from royalties or other payments paid under this
Agreement, OnCore shall (a) deduct those Taxes and interests and penalties
assessed thereon from the payment or from any other payment owed by OnCore
hereunder; (b) pay the Taxes to the proper governmental body; (c) send evidence
of the obligation together with proof of Tax payment to Licensor within [***]
following such payment; (d) remit the net amount, after deductions or
withholding made under this Section 7.8; and (e) cooperate with Licensor in any
way reasonably requested by Licensor, to obtain available reductions, credits or
refunds of such Taxes; provided, however, that Licensor shall reimburse OnCore
for OnCore’s reasonable and documented out-of-pocket expenses incurred in
providing such assistance. 

ARTICLE 8 
INVENTIONS AND PATENTS 

8.1     Patent Listing
under Public Health Services Act. Each Party shall immediately give written
notice to the other Party of any certification of which they become aware filed
pursuant to 42 USC. §262(1)(3) (or any amendment or successor statute
thereto) claiming that any Licensor Patents covering Licensed Compound or
Licensed Product, or the manufacture or use of each of the foregoing, are
invalid or unenforceable, or that infringement shall not arise from the
manufacture, use or sale of a product by a Third Party. 

8.2     Listing of
Patents. OnCore shall have the sole right to determine which of the Licensor
Patents, if any, shall be listed for inclusion in the Approved Drug Licensed
Products with Therapeutic Equivalence Evaluations (commonly referred to as the
Orange Book), or any successor Law in the United States, together with any
comparable Laws in any other country.

24 




8.3     Further
Assurances. Licensor shall require all of its employees, and use its best
efforts to require its contractors and agents, and any Affiliates and Third
Parties working on its behalf under this Agreement (and their respective
employees, contractors and agents), to assign to Licensor any Licensor
Technology. 

8.4     Patent Prosecution
and Maintenance. 

8.4.1     Licensor
Patents.

(a)     OnCore shall have the
first right to file, prosecute and maintain Licensor Patents in Licensor’s name,
using a mutually agreeable patent attorney or law firm. OnCore shall keep
Licensor informed of the status of the filing and prosecution of Licensor
Patents and related proceedings (e.g. interferences, oppositions,
reexaminations, reissues, revocations or nullifications) in a timely manner, and
shall take into consideration the advice and recommendations of Licensor. At
OnCore’s request, Licensor shall provide OnCore with reasonable assistance in
prosecuting Licensor Patents to the extent possible, including providing such
data in Licensor’s Control that is, in OnCore’s reasonable judgment, needed to
support the prosecution of a Licensor Patent. The Parties acknowledge that the
patents and patent applications set forth on Schedule 1.44 are the
subject of the Existing Licenses. For so long as such Existing Licenses are in
effect, such patents and patent applications are subject to certain priority and
consent rights related to prosecution, enforcement and abandonment as provided
in the Existing Licenses. 

(b)     As of the Execution
Date, OnCore shall bear the costs and expenses of filing, prosecuting and
maintaining Licensor Patents; provided that, if Licensor grants rights to any
Third Parties under any Licensor Patents in fields other than the Field, each
such Third Party shall share equally with OnCore in such costs and expenses.

8.4.2     Election Not to
file and Prosecute Licensor Patents. If OnCore elects not to file or to
continue to prosecute or maintain a Licensor Patent in Licensor’s name in any
country, then it shall notify Licensor in writing at least [***] before any
deadline applicable to the filing, prosecution or maintenance of such Licensor
Patent, as the case may be, or any other date by which an action must be taken
to establish or preserve such Licensor Patent in such country or possession. In
such case, Licensor shall have the right to pursue the filing or support the
continued prosecution or maintenance of such Licensor Patent and OnCore shall
provide to Licensor all unpublished patent applications and any other
information and documents necessary to permit Licensor to take such action to
establish or preserve any such Licensor Patent in such country or possession.


8.4.3     Patent Term
Extension. OnCore shall be responsible, in Licensor’s name, for obtaining
patent term extensions wherever available for Licensor Patents. Licensor shall
provide OnCore with all relevant information, documentation and assistance in
this respect as may reasonably be requested by OnCore. In the event that any
election with respect to obtaining patent term extensions is to be made, OnCore
shall have the right to make such elections, and Licensor shall abide by all
such elections. 

25 




8.4.4     OnCore
Patents. OnCore shall own any Know-How developed by OnCore or any of its
Affiliates or a Third Party on behalf of OnCore and shall have the right, but
not the obligation, to file, prosecute and maintain Patent Rights covering or
claiming any such Know-How (“OnCore Patent”). OnCore shall bear all costs
and expenses of filing, prosecuting and maintaining OnCore Patents and Licensor
shall have no particular rights with respect thereto. 

8.5     Enforcement of
Patents and Know-How. 

8.5.1     Notice. 

(a)     The Parties
acknowledge that the patents and patent applications set forth on Schedule
1.44 are the subject of the Existing Licenses. For so long as such Existing
Licenses are in effect, such patents and patent applications are subject to
certain priority and consent rights related to prosecution, enforcement and
abandonment as provided in the Existing Licenses. 

(b)     If either Party knows
or believes that an infringement, unauthorized use, misappropriation, ownership
claim, threatened infringement or other similar activity by a Third Party exists
or has occurred with respect to any Licensor Technology, or if a Third Party
claims that any Licensor Patent is invalid or unenforceable, the Party
possessing such knowledge or belief shall notify the other Party and provide it
with all details that are known by such Party. 

(c)     In the event that
Licensor believes that an OnCore Patent, if any, is being infringed by a Third
Party or if a Third Party claims that any OnCore Patent is invalid or
unenforceable, Licensor shall notify OnCore and provide it with details of such
infringement or claim. 

8.5.2     Right to Bring
an Action. OnCore shall have the exclusive right to attempt to resolve any
infringement or claim, including by filing an infringement suit, defending
against such claim or taking other similar action, with respect to the use or
practice of a Licensor Patent in the Field (each, an “Action”) and to
compromise or settle any such infringement or claim; provided, however, that in
case such infringement also involves any product comprising IgE coupled to Qb
VLPs or CYT003, then OnCore’s right shall be subject to the permission of
Novartis and Pfizer that OnCore may initiate or participate in legal actions
against such infringement, which permission Licensor shall use Commercially
Reasonable Efforts to obtain. At OnCore’s request, Licensor shall immediately
provide OnCore with all relevant documentation (as may be requested by OnCore)
evidencing that OnCore is validly empowered by Licensor to take such an Action.
Licensor is obligated to join OnCore in such Action if OnCore determines that it
is necessary to demonstrate “standing to sue.” If OnCore does not intend to
prosecute or defend an Action, OnCore shall promptly inform Licensor.

8.5.3     Costs of an
Action. Subject to the respective indemnity obligations of the Parties set
forth in ARTICLE 11, the Party taking an Action under Section 8.5.2 shall pay
all costs associated with such Action, other than (subject to Section 8.5.5) the
expenses of the other Party if the other Party elects to join such Action (as
provided in the last sentence of this paragraph); provided that, if OnCore is
the Party who is taking such Action, then OnCore shall have the right to deduct [***] of its costs associated with
such Action from any amounts due to Licensor pursuant to ARTICLE 7 hereof. Each
Party shall have the right to join an Action relating to a Licensor Patent, at
its own expense 

26 




8.5.4     Settlement.
Neither Party shall settle or otherwise compromise any Action by admitting that
any Licensor Patent is invalid or unenforceable without the other Party’s prior
written consent and, in the case of Licensor, Licensor may not settle or
otherwise compromise an Action in a way that adversely affects or would be
reasonably expected to adversely affect OnCore’s rights or benefits hereunder
without OnCore’s prior written consent. 

8.5.5     Reasonable
Assistance. The Party not enforcing or defending Licensor Patents shall
provide reasonable assistance to the other Party, including providing access to
relevant documents and other evidence and making its employees available,
subject to the other Party’s reimbursement, on an on-going basis, of any
reasonable out-of-pocket expenses incurred by the non-enforcing or non-defending
Party in providing such assistance. 

8.5.6     Distribution of
Amounts Recovered. Any amounts recovered by the Party taking an Action
pursuant to this Section 8.5, whether by settlement or judgment, shall be
allocated in the following order: (a) to reimburse the Party taking such Action
for any costs incurred, which, if such Party is OnCore, shall be limited to
those costs not deducted pursuant to Section 8.5.3 from amounts due to Licensor
hereunder; (b) to reimburse Licensor, if it is the Party not taking such action
for any costs deducted pursuant to Section 8.5.3 from the amounts due to
Licensor hereunder; (c) to reimburse the Party not taking such Action for its
costs incurred in such Action, if it joins such Action; and (d) the remaining
amount of such recovery shall be allocated to OnCore and deemed to be Net Sales
for the Calendar Quarter in which the amount is paid and OnCore shall pay to
Licensor a royalty on such remaining amount based on the royalty rates set forth
in Section 7.3. 

8.5.7     OnCore
Patents. OnCore shall have the sole right and authority, but not the
obligation, to enforce OnCore Patents against any Third Party infringer;
provided that Licensor shall provide reasonable assistance to OnCore with
respect thereto, including providing access to relevant documents and other
evidence and making its employees available, subject to OnCore’s reimbursement,
on an on-going basis, of any out-of-pocket expenses incurred in providing such
assistance. 

8.6     Third Party
Actions Claiming Infringement. 

8.6.1     Notice. If a
Party becomes aware of any Third Party Action, such Party shall promptly notify
the other Party of all details regarding such claim or action that is reasonably
available to such Party. 

8.6.2     Right to
Defend. OnCore shall have the right, at its sole expense, but not the
obligation, to defend a Third Party Action and to compromise or settle such
Third Party Action. If OnCore declines or fails to assert its intention to
defend such Third Party Action within [***] after sending (in the event that
Licensor is the notifying Party) or receipt (in the event that OnCore is the
notifying Party) of notice under Section 8.6.1 then Licensor shall have the right to defend such Third Party Action. The Party
defending such Third Party Action shall have the sole and exclusive right to
select counsel for such Third Party Action. 

27 




8.6.3    
Consultation. The Party defending a Third Party Action pursuant to
Section 8.6.2 shall be the “Controlling Party.” The Controlling Party
shall consult with the non-Controlling Party on all material aspects of the
defense. The non-Controlling Party shall have a reasonable opportunity for
meaningful participation in decision-making and formulation of defense strategy.
The Parties shall reasonably cooperate with each other in all such actions or
proceedings. The non-Controlling Party shall be entitled to be represented by
independent counsel of its own choice at its own expense. 

8.6.4     Appeal. In
the event that a judgment in a Third Party Action is entered against the
Controlling Party and an appeal is available, the Controlling Party shall have
the first right, but not the obligation, to file such appeal. In the event the
Controlling Party does not desire to file such an appeal, it shall promptly, in
a reasonable time period (i.e., with sufficient time for the non-Controlling
Party to take whatever action may be necessary) prior to the date on which such
right to appeal shall lapse or otherwise diminish, permit the non-Controlling
Party to pursue such appeal at such non-Controlling Party’s own cost and
expense. If Law requires the other Party’s involvement in an appeal, the other
Party shall be a nominal party of the appeal and shall provide reasonable
cooperation to such Party at such Party’s expense. 

8.6.5     Costs of an
Action. Subject to the respective indemnity obligations of the Parties set
forth in ARTICLE 11, the Controlling Party shall pay all costs associated with
such Third Party Action other than the expenses of the other Party if the other
Party elects to join such Third Party Action (as provided in the last sentence
of this paragraph); provided, that, without limitation of Licensor’s
indemnification obligations under ARTICLE 11, if OnCore is the Controlling
Party, OnCore shall have the right to deduct [***] of its costs associated with
such Third Party Action from any amounts due to Licensor pursuant to ARTICLE 7
hereof. Each Party shall have the right to join a Third Party Action defended by
the other Party, at its own expense.

8.6.6     No Settlement
Without Consent. Neither Party shall settle or otherwise compromise any
Third Party Action by admitting that any Licensor Patent is invalid or
unenforceable without the other Party’s prior written consent and, in the case
of Licensor, Licensor may not settle or otherwise compromise a Third Party
Action in a way that adversely affects or would be reasonably expected to
adversely affect OnCore’s rights and benefits hereunder without OnCore’s prior
written consent. 

ARTICLE 9 
CONFIDENTIALITY 

9.1     Confidentiality
Obligations. Each Party agrees that, for the Term and for five (5) years
thereafter, each Party shall, and shall ensure that its Representatives hold in
confidence all Confidential Information disclosed to it by the other Party
pursuant to this Agreement, unless such information: 

28 




9.1.1     is or becomes
generally available to the public other than as a result of disclosure by the
recipient; 

9.1.2     is already known by
or in the possession of the recipient at the time of disclosure by the
disclosing Party; 

9.1.3     is independently
developed by recipient without use of or reference to the disclosing Party’s
Confidential Information; or 

9.1.4     is obtained by
recipient from a Third Party that has not breached any obligations of
confidentiality. 

9.2     Permitted
Disclosures. The recipient shall not disclose any of the Confidential
Information, except to Representatives of the recipient who need to know the
Confidential Information for the purpose of performing the recipient’s
obligations, or exercise its rights, under this Agreement and who are bound by
obligations of non-use and non-disclosure substantially similar to those set
forth herein. The recipient shall be responsible for any disclosure or use of
the Confidential Information by such Representatives. The recipient shall
protect Confidential Information using not less than the same care with which it
treats its own confidential information, but at all times shall use at least
reasonable care. Each Party shall: (a) implement and maintain appropriate
security measures to prevent unauthorized access to, or disclosure of, the other
Party’s Confidential Information; (b) promptly notify the other Party of any
unauthorized access or disclosure of such other Party’s Confidential
Information; and (c) cooperate with such other Party in the investigation and
remediation of any such unauthorized access or disclosure. 

9.3     Permitted Use.


9.3.1     Notwithstanding Section
9.1, OnCore may use Licensor’s Confidential Information for the purpose of
performing its obligations, or exercising its rights, under this Agreement,
including for purposes of: 

9.3.2     filing or
prosecuting patent applications, subject to the terms of Section 8.3; 

9.3.3     prosecuting or
defending litigation; 

9.3.4     conducting
pre-clinical studies or clinical trials pursuant to this Agreement; 

9.3.5     seeking or
maintaining Regulatory Approval of Licensed Products; or 

9.3.6     complying with Law,
including securities Law and the rules of any securities exchange or market on
which OnCore’s securities may be listed or traded. 

9.3.7     In addition to the
foregoing, OnCore may, in connection with the Development or Commercialization
of Licensed Compounds and/or Licensed Products under this Agreement, disclose Confidential Information of Licensor
to any Third Party, provided that such Third Party is bound by obligations of
confidentiality at least as stringent as the ones herein. 

29 




9.3.8     In connection with
any permitted filing by either Party of this Agreement with any governmental
body, the filing Party shall endeavor to obtain confidential treatment of
economic, trade secret information and such other information as may be
requested by the other Party, and shall provide the other Party with the
proposed confidential treatment request with reasonable time for such other
Party to provide comments, and shall include in such confidential treatment
request all reasonable comments of the other Party. 

9.4     Required
Disclosure. The recipient may disclose the Confidential Information to the
extent required by Law or court order; provided, however, that the recipient
promptly provides to the disclosing party prior written notice of such
disclosure and provides reasonable assistance in obtaining an order or other
remedy protecting the Confidential Information from public disclosure. 

9.5     Publications.
Licensor shall not publish any information relating to a Licensed Compound or
Licensed Product without the prior written consent of OnCore (which consent may
be withheld or given in OnCore’s sole discretion), unless such information has
already been publicly disclosed either prior to the Effective Date or after the
Effective Date through no fault of Licensor or otherwise not in violation of
this Agreement. OnCore shall have the right to make such publications as it
chooses, in its sole discretion, without the approval of Licensor. Licensor
shall submit to OnCore for OnCore’s written approval (which approval be granted
or denied in OnCore’s sole discretion) any publication or presentation
(including in any seminars, symposia or otherwise) of information related
directly or indirectly to a Licensed Product for review and approval at least
[***] prior to submission for the proposed date of publication or presentation.
Notwithstanding the foregoing, the terms and conditions of this Section 9.5
shall not apply with respect to Licensor’s publication of abstracts, posters,
and manuscripts relating to data from the completed Phase 2b clinical trial of
CYT003 in patients with moderate to severe asthma. 

9.6     Publicity.


9.6.1     Publicity and
Use of Names. In the event a Party desires to make a public disclosure
announcing the transaction contemplated by this Agreement, such Party shall
submit the proposed disclosure in writing to the other Party at least five
Business Days prior to the date of disclosure to provide an opportunity to
comment thereon. Only upon the approval of the other Party may such public
disclosure be made. The Parties shall mutually agree on the timing and content
of a joint press release regarding the execution and relevant details of this
Agreement. Neither Party shall use the name of the other Party in any publicity,
advertising or announcements or for any other commercial purpose without the
prior written approval of the Party whose name is to be used. 

9.6.2     Required
Disclosure. In the event that either Party believes it is required to issue
a press release or make another public announcement to comply with Law it may
issue such press release or announcement if (a) the other Party agrees; or (b)
it obtains an opinion of legal counsel, from a reputable law firm, that it is
required to make such disclosure to comply with Law and, after receiving such opinion, provides the text
of such planned disclosure to the other Party no less than [***] prior to
disclosure. 

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ARTICLE 10 
REPRESENTATIONS, WARRANTIES AND
COVENANTS 

10.1     Representations
and Warranties. Each Party represents and warrants to the other Party that,
as of the Execution Date and as of the Closing Date: 

10.1.1     such Party is duly
organized and validly existing under the Laws of the jurisdiction of its
incorporation or organization; 

10.1.2     such Party has
taken all action necessary to authorize the execution and delivery of this
Agreement and the performance of its obligations under this Agreement; 

10.1.3     this Agreement is
a legal and valid obligation of such Party, binding upon such Party and
enforceable against such Party in accordance with the terms of this Agreement,
except as enforcement may be limited by applicable bankruptcy, fraudulent
conveyance, insolvency, reorganization, moratorium and other laws relating to or
affecting creditors’ rights generally and by general equitable principles. The
execution, delivery and performance of this Agreement by such Party does not
conflict with, breach or create in any Third Party the right to accelerate,
terminate or modify any agreement or instrument to which such Party is a party
or by which such Party is bound, and does not violate any Law of any
governmental body having authority over such Party; and 

10.1.4     such Party has all
right, power and authority to enter into this Agreement, to perform its
obligations under this Agreement. 

10.2     Additional
Representations and Warranties of Licensor. Licensor represents and warrants
to OnCore that, as of the Execution Date and as of the Closing Date: 

10.2.1     no consent by any
Third Party or governmental authority is required with respect to the execution
and delivery of this Agreement by Licensor or the consummation by Licensor of
the transactions contemplated hereby; 

10.2.2     except for the
claims detailed on Schedule 10.2.2, no claims have been asserted, or, to
Licensor’s Knowledge, threatened by any Person, (a) challenging the validity,
effectiveness, or ownership of Licensor Technology, and/or (b) to the effect
that the use, reproduction, modification, manufacturing, distribution,
licensing, sublicensing, sale or any other exercise of rights in any of Licensor
Technology infringes or shall infringe on any Intellectual Property right of any
Person; 

10.2.3     to the Knowledge
of Licensor, there is no unauthorized use, infringement or misappropriation of
any of Licensor Technology by any employee or former employee of Licensor, or
any other Third Party; 

31 




10.2.4     to the Knowledge
of Licensor, the Licensor Patents are not the subject of any litigation
procedure, discovery process, interference, reissue, reexamination, opposition,
appeal proceedings or any other legal dispute; 

10.2.5     except as
disclosed in Schedule 10.2.5, the Licensor Patents listed on Schedule
1.44 constitute all Patent Rights owned or controlled by Licensor as of the
Execution Date that are directly related to, or are necessary or useful for, the
research, Development, manufacture, use or Commercialization of Licensed
Compounds and Licensed Products in the Field; 

10.2.6     the
Licensor Patents are not now and have not at any time in the past been pledged,
hypothecated or in any way used to secure a loan or debt of any kind whatsoever;


10.2.7     the Licensor
Know-How constitutes all Know-How owned or controlled by Licensor as of the
Execution Date that is directly related to, or are necessary or useful for, the
research, Development, manufacture, use or Commercialization of Licensed
Compounds and Licensed Products in the Field; 

10.2.8     Licensor has not
developed, subcontracted or licensed to a Third Party the right to develop or
commercialize a Competing Product; 

10.2.9     to the Knowledge
of Licensor, no Third Party has filed, pursued or maintained or threatened in
writing to file, pursue or maintain any claim, lawsuit, charge, complaint or
other action alleging that any Licensor Patent is invalid or unenforceable;


10.2.10    to Licensor’s Knowledge,
without having made any inquiry with respect to the subject matter of this
representation, OnCore’s and its Affiliates’ and Sublicensees’ practice and use
of the inventions claimed in the Licensor Patents as permitted herein will not
infringe any intellectual property rights of any Third Party to Develop and
Commercialize Licensed Compound and Licensed Product in the Field. In addition,
and without limiting the foregoing, Licensor represents and warrants to
OnCore that, to Licensor’s Knowledge as of the Execution Date and as of the
Closing Date, (a) OnCore’s and its Affiliates’ and Sublicensees’ practice and
use of the inventions claimed in the Licensor Patents as permitted herein will
not infringe any intellectual property rights of any Third Party specifically
directed to unconjugated CYT003 and Qb VLPs encapsulating [***], and (b)
the practice of the [***] described and enabled in [***] for the [***] and [***]
will not infringe any intellectual property rights of any Third Party.

10.2.11    all issuance, renewal,
maintenance and other material payments that are or have become finally due with
respect to the Licensor Technology have been timely paid by or on behalf of
Licensor; 

10.2.12    all Licensor Patents
have been properly filed, prosecuted and maintained; 

10.2.13    it has the full right
to provide the Licensor Materials to OnCore and to transfer to OnCore all right,
title and interest in and to the Licensor Material to be provided to OnCore
pursuant to this Agreement; 

32 




10.2.14    all Representatives of
Licensor who have performed any activities on its behalf in connection with
research regarding Licensed Compound or Licensed Product have assigned to
Licensor the whole of their rights in any Intellectual Property made, discovered
or developed by them as a result of such research, and no Third Party has any
rights to any such Intellectual Property; 

10.2.15    Licensor has all right,
title and interest in and to the Licensor Technology and Licensor Technology is
free and clear of any liens, charges, encumbrances or rights of others to
possession or use that would preclude OnCore’s use of the Licensed Technology
pursuant to the licenses granted in this Agreement; 

10.2.16    Except as set forth in
the Existing Licenses, Licensor has not previously licensed, assigned,
transferred, or otherwise conveyed any right, title or interest in and to the
Licensor Technology to any Third Party, including any rights with respect to
Licensed Compound or Licensed Product, that would preclude OnCore’s use of the
Licensed Technology pursuant to the licenses granted in this Agreement; 

10.2.17    Except as disclosed in
Schedule 10.2.5, the Licensor Copyrights, Licensor Patents and Licensor
Know-How constitutes all of the Intellectual Property Controlled by Licensor,
which, to the Knowledge of Licensor as of the Effective Date, could reasonably
be expected to be necessary or useful in the research, Development, manufacture,
import, export, use or Commercialization of Licensed Compound or Licensed
Product; 

10.2.18    all tangible
information and data provided by or on behalf of Licensor to OnCore on or before
the Closing Date in contemplation of this Agreement was and is true, accurate in
all material respects, and Licensor has not failed to disclose, or cause to be
disclosed, any information or data that would cause the information and data
that has been disclosed to be misleading in any material respect; 

10.2.19    Licensor (and its
Affiliates) has not employed or otherwise used in any capacity, and shall not
employ or otherwise use in any capacity, the services of any Person debarred
under United States law, including under Section 21 USC 335a or any foreign
equivalent thereof, with respect to a Licensed Compound or Licensed Product;


10.2.20    all research and
development related to Licensed Compounds and Licensed Products prior to the
Effective Date has been conducted in all material respects in accordance with
all applicable Laws; and 

10.2.21    the materials to be
provided to OnCore hereunder were (and at all times up until delivery of such
materials hereunder shall remain) manufactured, packaged, labeled, tested,
stored and handled in accordance with all Laws and specifications (including, to
the extent applicable, release specifications as provided by Licensor to OnCore
in writing prior to the Effective Date); 

10.2.22    there are no (a) Claims
relating to the Licensor Technology, the Licensed Compound or the Licensed
Products pending or, to the Knowledge of Licensor, threatened against Licensor
or any of its Affiliates; and (b) there are no Claims pending or, to the
Knowledge of Licensor, threatened, that question the legality or propriety of
the transactions contemplated by this Agreement or the consummation of the
transactions contemplated herein or therein or which would reasonably be
expected to prevent, hinder or delay the consummation of any of the transactions
contemplated by this Agreement. 

33 




10.3     Covenant of
Licensor. Licensor hereby covenants and agrees that the Licensor Patents
shall not at any time in future be pledged, hypothecated or in any way used to
secure a loan or debt of any kind whatsoever. 

10.4     Disclaimer of
Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS ARTICLE 10,
LICENSOR MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED,
EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND LICENSOR
SPECIFICALLY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN
OR ORAL, EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO
THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY
RIGHTS OF THIRD PARTIES. 

ARTICLE 11 
INDEMNIFICATION AND INSURANCE 

11.1     Indemnification
by OnCore. OnCore shall indemnify, defend and hold Licensor and its
Affiliates and each of their respective employees, officers, directors and
agents (the “Licensor Indemnitees”) harmless from and against any and all
liability, damage, loss, cost or expense (including reasonable attorneys’ fees)
to the extent arising out of Third Party claims or suits related to: (a)
OnCore’s negligence or willful misconduct; (b) breach by OnCore of its
representations or warranties set forth in this Agreement; or (c) the
development of a Licensed Compound or Licensed Product by or on behalf of OnCore
following the Closing Date; provided, however, that OnCore’s obligations
pursuant to this Section 11.1 shall not apply (i) to the extent such claims or
suits result from the negligence or willful misconduct of any of the Licensor
Indemnitees, or (ii) with respect to claims or suits arising out of breach by
Licensor of its representations, warranties or covenants set forth in this
Agreement. 

11.2     Indemnification
by Licensor. Licensor shall indemnify, defend and hold OnCore and its
Affiliates and each of their respective agents, employees, officers and
directors (the “OnCore Indemnitees”) harmless from and against any and
all liability, damage, loss, cost or expense (including reasonable attorneys’
fees) to the extent arising out of Third Party claims or suits (including Third
Party Actions) related to: (a) Licensor’s negligence or willful misconduct; (b)
breach by Licensor of its representations, warranties or covenants set forth in
this Agreement; or (c) the development of a Licensed Compound or Licensed
Product prior to the Closing Date or the development or commercialization of a
Licensed Compound or Licensed Product outside of the Field; provided, however,
that Licensor’s obligations pursuant to this Section 11.2 shall not apply (i) to
the extent that such claims or suits result from the negligence or willful
misconduct of any of the OnCore Indemnitees or (ii) with respect to claims or
suits arising out of a breach by OnCore of its representations or warranties set
forth in ARTICLE 10. 

34 




11.3     No Consequential
Damages. EXCEPT WITH RESPECT TO EACH PARTY’S INDEMNIFICATION OBLIGATIONS
UNDER SECTION 11.1 OR SECTION 11.2, AS APPLICABLE, IN NO EVENT SHALL EITHER
PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS
AFFILIATES FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
INCLUDING LOSS OF PROFITS, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREIN OR ANY BREACH HEREOF. NOTWITHSTANDING THE
FOREGOING, NOTHING IN THIS AGREEMENT SHALL LIMIT EITHER PARTY FROM SEEKING OR
OBTAINING ANY REMEDY AVAILABLE UNDER LAW FOR ANY BREACH OF BY THE OTHER PARTY OF
ITS CONFIDENTIALITY AND NON-USE OBLIGATIONS UNDER ARTICLE 9. 

11.4     Notification of
Claims; Conditions to Indemnification Obligations. As a condition to a
Party’s right to receive indemnification under this ARTICLE 11, it shall: (a)
promptly notify the other Party as soon as it becomes aware of a claim or suit
for which indemnification may be sought pursuant hereto; (b) cooperate, and
cause the individual indemnitees to cooperate, with the indemnifying Party in
the defense, settlement or compromise of such claim or suit; and (c) permit the
indemnifying Party to control the defense, settlement or compromise of such
claim or suit, including the right to select defense counsel. In no event,
however, may the indemnifying Party compromise or settle any claim or suit in a
manner which admits fault or negligence on the part of the indemnified Party or
any indemnitee without the prior written consent of the indemnified Party. Each
Party shall reasonably cooperate with the other Party and its counsel in the
course of the defense of any such suit, claim or demand, such cooperation to
include using reasonable efforts to provide or make available documents,
information and witnesses. The indemnifying Party shall have no liability under
this ARTICLE 11 with respect to claims or suits settled or compromised without
its prior written consent. 

11.5     Insurance.
During the Term, each Party shall obtain and maintain, at its sole cost and
expense, insurance (including any self-insured arrangements) in types and
amounts that are reasonable and customary in the pharmaceutical and
biotechnology industry for companies engaged in comparable activities in the
countries in which such Party operates. It is understood and agreed that this
insurance shall not be construed to limit either Party’s liability with respect
to its indemnification obligations hereunder. Each Party shall, except to the
extent self-insured, provide to the other Party upon request a certificate
evidencing the insurance such Party is required to obtain and keep in force
under this Section 11.5. 

ARTICLE 12 
TERM AND TERMINATION 

12.1     Term and
Expiration. The term of this Agreement (the “Term”) shall commence on
the Effective Date and, unless earlier terminated as provided in this ARTICLE
12, shall continue in full force and effect, on a country-by-country and
Licensed Product-by-Licensed Product basis until the date on which the Royalty
Term in such country with respect to such Licensed Product expires, at which
time this Agreement shall expire in its entirety with respect to such Licensed
Product in such country and the terms of Section 12.8 shall apply. 

35 




12.2     Pre-Closing
Termination. This Agreement may be terminated at any time prior to the
Closing by OnCore, by giving written notice to Seller on or after [***] after
the date of this Agreement, if any of the conditions set forth in Section 2.3 is
not satisfied or waived by such date or has become incapable of fulfillment,
unless such satisfaction has been frustrated or made impossible by any act or
failure to act by OnCore. 

12.3     Termination of
the Agreement for Convenience. At any time after Closing, OnCore may, at its
convenience, terminate this Agreement in its entirety, or on a Licensed
Product-by-Licensed Product or country-by-country basis, upon [***] prior
written notice to Licensor.

12.4     Termination upon
Material Breach. 

12.4.1     Material
Breach. If a Party breaches any of its material obligations under this
Agreement, the Party not in default may give to the breaching Party a written
notice specifying the nature of the default, requiring it to cure such breach,
and stating its intention to terminate this Agreement if such breach is not
cured within [***]. If such breach is not cured within [***] after the receipt
of such notice, the Party not in default shall be entitled to terminate this
Agreement immediately by written notice to the other Party. For clarity, such
material obligations may apply to the performance of either: (a) this Agreement
in its entirety, in which case this provision shall apply to the entire
Agreement; or (b) a specific Licensed Product or Licensed Product(s), in which
case this provision shall apply only to such affected Licensed Product or
Licensed Product(s).

12.4.2     Sole
Remedy. In the event that OnCore fails to fulfill its obligations under
Section 5.5 (and does not cure such failure as provided in Section 12.4.1),
Licensor’s sole and exclusive remedy shall be to terminate this Agreement as
provided in Section 12.4.1 on a Licensed Product-by-Licensed Product basis. 

12.4.3     Material Breach
Dispute. Any dispute regarding an alleged material breach of this Agreement
shall be resolved in accordance with ARTICLE 13 hereof. 

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12.5     Effects of
Termination. 

12.5.1     Pre Closing.
In the event of the termination of this Agreement in accordance with Section
12.2, this Agreement shall thereafter become void and have no effect, and
neither party shall have any liability to the other party, except that the
provisions of ARTICLE 9 (Confidentiality), ARTICLE 11 (Indemnification), this
Section 12.5 (Effects of Termination), ARTICLE 13 (Dispute Resolution) and
ARTICLE 14 (Miscellaneous Provisions), including the definitions incorporated in
each of the foregoing provisions, shall remain in full force and effect. In
addition, upon such termination, OnCore shall return to Licensor or, at OnCore’s
option, destroy, at Licensor’s cost and expense, all Licensor Materials provided
to OnCore as described in Section 3.4 and shall assign to Licensor any
Intellectual Property rights generated by or on behalf of OnCore through the use
or testing of such Licensor Materials.

12.5.2     Upon
Termination At Will or for Material Breach. 

(a)     Upon any termination
of this Agreement pursuant to Section 12.3 or Section 12.4.1, the following
terms and conditions shall apply with respect to such Licensed Product(s) and
country(ies) as are the subject of such termination: 

(i)     all licenses granted
to OnCore under Section 4.1 shall terminate; 

(ii)    other than for
termination by OnCore pursuant to Section 12.4.1, OnCore shall, upon written
request by Licensor and subject to Licensor assuming legal responsibility for
any clinical trials of such Licensed Product(s) then ongoing, transfer to
Licensor at Licensor’s cost and expense, all Regulatory Documentation and
Regulatory Approvals prepared or obtained by or on behalf of OnCore prior to the
date of such termination, to the extent solely related to such Licensed
Product(s) and country(ies) and transferable, and OnCore shall have the right to
retain one copy of such transferred documentation and Regulatory Approvals for
record-keeping purposes; 

(iii)   OnCore shall return to
Licensor or, at OnCore’s option, destroy, at Licensor’s cost and expense, all
relevant records and materials in its possession or control containing or
comprising the Licensor Know-How and the Licensor Materials, or such other
Confidential Information of Licensor, to the extent solely related to such
Licensed Product(s) and country(ies); provided, however, that OnCore shall have
the right to retain one copy of such Licensor Know-How and one sample of
Licensor Materials and such other Confidential Information of Licensor. 

(iv)    OnCore shall (i)
destroy any and all chemical, biological or physical materials relating to or
comprising such Licensed Product(s), including clinical supplies of such
Licensed Product(s), that are Controlled by OnCore, or (ii) sell such materials
(in whole or in part) to Licensor at a price equal to [***], or (iii) sell such
materials to a Third Party. Any clinical supplies of such Licensed Product(s) or
other materials purchased by Licensor from OnCore shall be purchased on an “as
is” basis with no representations or warranties. 

(v)     To the extent not
prohibited by Law, OnCore shall wind down any ongoing clinical trials with
respect to such Licensed Product(s), or at Licensor’s option, transfer such clinical trials to Licensor at Licensor’s
cost and expense, in which case Licensor shall purchase from OnCore the relevant
clinical trial supplies of Licensed Product at [***]. 

37 




(vi)    OnCore and its Affiliates
and Sublicensees shall be entitled, during the [***] period following such
termination, to sell any commercial inventory of such Licensed Product(s) which
remains on hand as of the date of the termination, so long as OnCore pays to
Licensor the royalties applicable to said subsequent sales in accordance with
the terms and conditions set forth in this Agreement. Any commercial inventory
remaining following [***] period shall be offered for sale to Licensor at a
price equal to [***]. 

(vii)   Immediately following a notification
of termination pursuant to Sections 12.3 or 12.4, the Parties shall agree upon a
transition plan for the transition to Licensor of development and commercial
activities then being conducted by OnCore to the extent solely related to such
Licensed Product(s) and country(ies) and the wind-down of such activities by
OnCore. Following such notification of termination, the diligence obligations in
Section 5.5 shall no longer apply; provided, that OnCore uses Commercially
Reasonable Efforts to carry out the activities assigned to it under the agreed
upon transition plan provided that all activities conducted after the notice of
termination in carrying out the transition plan shall be at the expense of
Licensor and Licensor shall promptly reimburse OnCore for any such costs or
expenses OnCore my incur. 

(b)     Upon any termination
of this Agreement, each of OnCore’s Sublicensees shall continue to have the
rights and license set forth in its sublicense agreements, which agreements
shall be automatically assigned to Licensor (to the extent authorized therein);
provided, however, that such Sublicensee is not then in breach of any of its
material obligations under its sublicense agreement. 

12.6     Rights on
Bankruptcy or Insolvency; Right of First Negotiation. 

12.6.1     Bankruptcy
Code. All rights and licenses granted under or pursuant to this Agreement by
Licensor are, and shall otherwise be deemed to be, for purposes of Section
365(n) of the U.S. Bankruptcy Code, if applicable, licenses of right to
“intellectual property” as defined under Section 101 of the U.S. Bankruptcy
Code. 

12.6.2     Continuing
Rights. The Parties agree that OnCore, as licensee of such rights under this
Agreement, shall retain and may fully exercise all of its rights and elections
under the U.S. Bankruptcy Code. The Parties further agree that, in the event of
Licensor Bankruptcy Event, OnCore shall be entitled to a complete duplicate of
(or complete access to, as appropriate) any such intellectual property and all
embodiments of such intellectual property, which, if not already in OnCore’s
possession, shall be promptly delivered to it (a) following any such
commencement of a bankruptcy proceeding upon OnCore's written request therefor,
unless Licensor elects to continue to perform all of its obligations under this
Agreement or (b) if not delivered under clause (a), following the rejection of
this Agreement by Licensor upon written request therefor by OnCore. 

38 




12.6.3     Right of First
Refusal. In addition to the foregoing, in the event of a Licensor Bankruptcy
Event, OnCore shall, to the extent allowed by Law, have a right of first refusal
to purchase all of Licensor’s interest in Licensed Products and the Licensor
Technology (the “Right of First Refusal”). The Right of First Refusal
shall operate as follows: 

(a)     Licensor (or other
authorized representative of Licensor, including a bankruptcy trustee) shall
promptly send to OnCore a reasonably detailed written notification of any
Licensor Bankruptcy Event. 

(b)     Licensor (or other
authorized representative of Licensor, including a bankruptcy trustee) shall
promptly send to OnCore a written notification of any Third Party offer made on
a Licensed Compound, Licensed Product or Licensor Technology. For a period of up
to [***] after OnCore receives such notice (such period, the “Right of First
Refusal Notice Period”), it shall notify Licensor of its intention to
exercise its Rights of First Refusal. In the event OnCore exercises its Right of
First Refusal, the terms of the Third Party offer shall become binding upon
OnCore and Licensor. For the avoidance of doubt, Licensor shall not enter into
any agreement with a Third Party relating to Licensor’s interest in Licensed
Products or Licensor Technology during the Right of First Refusal Notice Period.


12.7     Survival.


12.7.1     Notwithstanding
the expiration or termination of this Agreement pursuant to Sections 12.3 or
12.4, the following provisions shall survive: ARTICLE 9, ARTICLE 11, ARTICLE 13
and ARTICLE 14; and Sections 10.4, 12.5, 12.7, 12.9 and any other provision
that, by its terms or implication, is required to survive in order to give
effect to any of the foregoing.

12.7.2     Expiration or
termination of this Agreement shall not relieve the Parties of any liability
that accrued hereunder prior to the effective date of such termination. In
addition, termination of this Agreement shall not preclude either Party from
pursuing all rights and remedies it may have hereunder or at Law or in equity
with respect to any breach of this Agreement nor prejudice either Party’s right
to obtain performance of any obligation. 

12.8     Effects of
Expiration. As of the effective date of expiration of the Royalty Term with
respect to a given Licensed Product and country, the license from Licensor to
OnCore under Section 4.1 shall convert to a fully paid, royalty free,
irrevocable, perpetual, exclusive, and sublicensable license under the Licensor
Technology to research, develop, manufacture, have manufactured, use and
Commercialize Licensed Compound and such Licensed Product in the Field in such
country. 

12.9     Other Remedies. Termination of this Agreement for any
reason shall not release either Party from any liability or obligation that
already has accrued prior to such termination. Termination of this Agreement for
any reason shall not constitute a waiver or release of, or otherwise be deemed
to prejudice or adversely affect or limit, any rights or remedies that otherwise
may be available at Law or in equity. 

39 




ARTICLE 13 
DISPUTE RESOLUTION 

13.1     Disputes. The
Parties recognize that disputes as to certain matters may from time to time
arise during the Term which relate to either Party’s rights and/or obligations
hereunder. It is the objective of the Parties to establish under this ARTICLE 13
procedures to facilitate the resolution of disputes arising under this Agreement
(other than any disputes relating to matters which under this Agreement OnCore
has sole decision-making authority and/or discretion regarding (each, a
“Non-Escalable Dispute”), in which case, such matter shall be determined
by OnCore and shall not be part of the dispute resolution procedure set forth in
this ARTICLE 13) in an expedient manner by mutual cooperation and without resort
to litigation. In the event that the Parties are unable to resolve such dispute
through diligent review and deliberation by the Senior Executives within [***]
from the day that one Party had designated the issue as a dispute in written
notice to the other Party, then either Party shall have the right to escalate
such matter to the Executive Officers as set forth in Section 13.2. 

13.2     Escalation
to Executive Officers. Either Party may, by written notice to the other
Party, request that a dispute (other than a Non-Escalable Dispute) that remains
unresolved by the Senior Executives for a period of [***] as set forth in
Section 13.1 arising between the Parties in connection with this Agreement, or a
dispute relating to material breach, be resolved by the Executive Officers,
within [***] after referral of such dispute to them. If the Executive
Officers cannot resolve such dispute within [***] after referral of such dispute
to them, then, at any time after such [***] period, either Party may proceed to
enforce any and all of its rights with respect to such dispute. 

13.3     Arbitration.
The Parties agree that, except as otherwise set forth in Section 13.1 or 13.2,
any dispute, controversy or claim arising out of, related to or in connection
with Agreement shall be finally determined by the American Arbitration
Association in accordance with its Commercial Arbitration Rules (the
"Rules"), except as modified herein. 

13.4     Arbitrators.
Each Party shall select one arbitrator, and the two arbitrators so selected
shall choose a third arbitrator. If a Party fails to nominate its arbitrator, or
if the Parties’ arbitrators cannot agree on the third arbitrator, such
arbitrator(s) shall be appointed in accordance with the Rules. Once an
arbitrator is appointed, neither Party shall have any ex parte
communication with such arbitrator. 

13.5    
Location. The arbitration proceedings shall be conducted in New York,
NY, or such other location as may be agreed in writing by the Parties.

13.6     Language.
The arbitration proceedings and all pleadings and written evidence shall be in
the English language. Any written evidence originally in another language shall
be submitted in English translation accompanied by the original or a true copy
thereof. 

13.7     Making
Employees Available. Each Party agrees to use reasonable efforts to make all
of its current employees available, if reasonably needed for the purposes of
arbitration. 

13.8     Award.
Judgment upon an arbitral award may be entered in any competent court or
application may be made to any competent court for judicial acceptance of such
an award and order for enforcement. The arbitrators shall not have authority
to: (a) make any award that could not be made by a court of competent
jurisdiction; or (b) modify the limitations on liability set forth herein or
make any award in violation thereof. If requested by either Party, each Party
shall, as a condition of receiving any award from the arbitrators, be required
to, on behalf of itself and its Affiliates, and its and their respective,
Representatives, predecessors, successors and assigns, fully, finally and
irrevocably relinquish, release and discharge the other Party and its
Affiliates, and its and their respective Representatives, predecessors,
successors and assigns, from any and all claims, damages, liabilities,
obligations, and causes of action, including indemnification claims, known or
unknown, suspected or unsuspected, in law or equity, that were asserted, or that
could have been asserted by such Party and its Affiliates, and its and their
respective Representatives, predecessors, successors and assigns under or in
connection with this Agreement arising prior to the date of such release. 

40 




13.9     Fees and
Costs. The Parties shall: (a) share equally the fees and expenses of the
arbitrators; and (b) bear their own attorneys’ fees and associated costs and
expenses associated with any arbitration; provided that if the arbitrators
determine that a Party was frivolous in bringing a claim it may award the other
Party such fees, expenses and costs. 

13.10    Confidentiality.
At the request of either Party, the arbitrators shall enter an appropriate
protective order to maintain the confidentiality of information produced or
exchanged in the course of the arbitration proceedings. The arbitrators shall
have the power to decide all questions of arbitrability. 

13.11    Injunctive Relief.
Subject to Section 12.4.2 and notwithstanding anything to the contrary set forth
in this ARTICLE 13, a Party shall not be required to use the foregoing dispute
resolution procedures or otherwise follow the provisions of this ARTICLE 13 with
respect to any dispute to which a Party is seeking purely injunctive relief
(including a temporary restraining order) or specific performance and such Party
shall be entitled to seek relief before any court having jurisdiction over such
dispute and the Parties hereto. 

13.12    Jurisdiction. The
Parties agree to accept the jurisdiction of, and not to contest the venue or
forum of, the federal courts located in the State of Delaware for the purposes
of enforcing awards entered on behalf of a Party pursuant to this ARTICLE 13 and
for enforcing the agreements reflected in this ARTICLE 13, or to a state court
in such jurisdiction if applicable Law precludes federal court jurisdiction.
Notwithstanding anything in this Agreement to the contrary, each Party may also
bring an action in any court of competent jurisdiction for purposes of causing
the other Party to appear at, and submit to, arbitration or any court identified
in this ARTICLE 13. 

ARTICLE 14 
MISCELLANEOUS PROVISIONS 

14.1     Relationship of
the Parties. Nothing in this Agreement is intended or shall be deemed, for
financial, tax, legal or other purposes, to constitute a partnership, agency,
joint venture or employer-employee relationship between the Parties. 

41 




14.2     Assignment.


14.2.1     Limitation.
Subject to the provisions of this Section 14.2, neither this Agreement nor any
of the rights and obligations of a Party under this Agreement shall be assigned
to any person or entity, without the prior written consent of the other Party.
Notwithstanding the foregoing, a Party may, without the consent of the other
Party, assign this Agreement or its rights or obligations under this Agreement:
(a) to an Affiliate; (b) in connection with the transfer or sale of all or
substantially all of its assets to which this Agreement relates; or (c) in the
event of its merger or consolidation or change in control or similar
transaction.

14.2.2     Continuing
Obligations. This Agreement shall be binding upon, and inure to the benefit
of, each Party, its Affiliates, and its permitted successors and assignees. Each
Party shall be responsible for the compliance by its Affiliates with the terms
and conditions of this Agreement, and for clarity, in the event of an assignment
to an Affiliate, the assignor party shall remain as principal obligor for all or
any obligations and liabilities assigned to such Affiliate under the terms of
this Agreement. 

14.2.3     Void
Assignments. Any assignment not in accordance with this Section 14.2 shall
be void. 

14.2.4     Assignment of
Licensor Technology. Licensor shall not assign or transfer any Licensor
Technology to any of its Affiliates or any Third Party without the prior written
consent of OnCore. 

14.3     Performance and
Exercise by Affiliates. OnCore shall have the right to have any of its
obligations hereunder performed, or its rights hereunder exercised, by, any of
its Affiliates and the performance of such obligations by any such Affiliate(s)
shall be deemed to be performance by OnCore; provided, however, that OnCore
shall be responsible for ensuring the performance of its obligations under this
Agreement and that any failure of any Affiliate performing obligations of OnCore
hereunder shall be deemed to be a failure by OnCore to perform such obligations.
For clarity, the foregoing means that OnCore may designate an Affiliate to
perform its obligations hereunder or to be the recipient of Licensor’s
performance obligations hereunder. 

14.4     Change of
Control. In the event of a Change of Control of Licensor in which a OnCore
Competitor acquires control (as defined in Section 1.3) of Licensor, then as
from the date of such Change of Control, OnCore’s reporting obligations under
Section 5.8 shall be limited to such information as is reasonably necessary for
Licensor to determine whether payment may be due under Section 7.1.1. 

14.5     Further
Actions. Each Party agrees to execute, acknowledge and deliver such further
instruments and to do all such other acts as may be necessary or appropriate in
order to carry out the purposes and intent of this Agreement. 

14.6     Accounting
Procedures. Each Party shall calculate all amounts, and perform other
accounting procedures required, under this Agreement and applicable to it in
accordance with GAAP. 

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14.7     Force
Majeure. Neither Party shall be liable to the other Party or be deemed to
have breached or defaulted under this Agreement for failure or delay in the
performance of any of its obligations under this Agreement for the time and to
the extent such failure or delay is caused by or results from acts of God,
earthquake, riot, civil commotion, terrorism, war, strikes or other labor
disputes, fire, flood, failure or delay of transportation, omissions or delays
in acting by a governmental authority, acts of a government or an agency thereof
or judicial orders or decrees or restrictions or any other reason which is
beyond the control of the respective Party. The Party affected by force majeure
shall provide the other Party with full particulars thereof as soon as it
becomes aware of the same (including its best estimate of the likely extent and
duration of the interference with its activities), and shall use Commercially
Reasonable Efforts to overcome the difficulties created thereby and to resume
performance of its obligations hereunder as soon as practicable. 

14.8     No Trademark
Rights. No right, express or implied, is granted by this Agreement to a
Party to use in any manner the name or any other trade name or trademark of the
other Party in connection with the performance of this Agreement or otherwise.


14.9     Entire Agreement
of the Parties; Amendments. This Agreement and the Schedules hereto
constitute and contain the entire understanding and agreement of the Parties
respecting the subject matter hereof and cancel and supersede any and all prior
negotiations, correspondence, understandings and agreements between the Parties,
whether oral or written, regarding such subject matter. No waiver, modification
or amendment of any provision of this Agreement shall be valid or effective
unless made in a writing referencing this Agreement and signed by a duly
authorized officer of each Party. 

14.10    Captions. The
captions to this Agreement are for convenience only, and are to be of no force
or effect in construing or interpreting any of the provisions of this Agreement.


14.11    Governing Law.
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of New York, excluding application of any conflict of laws
principles that would require application of the Law of a jurisdiction outside
of the State of New York. 

14.12    Notices and
Deliveries. Any notice, request, approval or consent required or permitted
to be given under this Agreement shall be in writing and shall be deemed to have
been sufficiently given if delivered in person, transmitted by facsimile
(receipt verified) or by express courier service (signature required) to the
Party to which it is directed at its address or facsimile number shown below or
such other address or facsimile number as such Party shall have last given by
notice to the other Party. 

If to OnCore, addressed to: 

OnCore Biopharma, Inc. 
3805 Old Easton Road 
Doylestown,
PA 18902 
Attn: [***] 
Email: [***] 

43 




With a copy to: 

[***] 
Attn: [***] 
Email: [***] 

If to Licensor, addressed to: 

	 	Name: 	Cytos Biotechnology AG 
	 	Street: 	Wagistrasse 25 
	 	City: 	8952 Schlieren 
	 	Country: 	Switzerland 
	 	Attn: 	CEO 


With a copy to: 

	 	Name: 	[***] 
	 	Street: 	[***] 
	 	City: 	[***] 
	 	Country: 	[***] 
	 	Attn: 	[***] 
	 	Email: 	[***] 


14.13    Waiver. A waiver by
either Party of any of the terms and conditions of this Agreement in any
instance shall not be deemed or construed to be a waiver of such term or
condition for the future, or of any other term or condition hereof. All rights,
remedies, undertakings, obligations and agreements contained in this Agreement
shall be cumulative and none of them shall be in limitation of any other remedy,
right, undertaking, obligation or agreement of either Party. 

14.14    Severability. When
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under Law, but if any provision of this Agreement
is held to be prohibited by or invalid under Law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement. The Parties shall make a good
faith effort to replace the invalid or unenforceable provision with a valid one
which in its economic effect is most consistent with the invalid or
unenforceable provision. 

14.15    No Implied
License. No right or license is granted to Licensor hereunder by
implication, estoppel, or otherwise to any know-how, patent or other
Intellectual Property right owned or controlled by OnCore or its Affiliates.


14.16    Interpretation.
The words “include,” “includes” and “including” shall be deemed to be followed
by the phrase “without limitation.” All references herein to Articles, Sections,
and Schedules shall be deemed references to Articles and Sections of, and
Schedules to, this Agreement unless the context shall otherwise require. Unless
the context otherwise requires, countries shall include territories. 

44 




14.17    Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an
original, and all of which together shall be deemed to be one and the same
instrument. A facsimile or a portable document format (PDF) copy of this
Agreement, including the signature pages, shall be deemed an original. 

[SIGNATURE PAGE FOLLOWS] 

 

 

 

45 




IN WITNESS WHEREOF, the Parties have caused this
Agreement to be executed and delivered by their respective duly authorized
officers as of the Effective Date. 

	CYTOS BIOTECHNOLOGY LTD 	ONCORE BIOPHARMA INC. 
	  	  
	By: ____________________________	By: ____________________________ 
	 	 
	Name: __________________________	Name: __________________________ 
	 	 
	Title: ___________________________	Title:
___________________________


46 




SCHEDULE 1.19 

CYT003 DESCRIPTION 

[***] 

 

 

1 




SCHEDULE 1.42 

LICENSOR KNOW-HOW 

The Licensor Know-How will be compiled and mutually agreed by
the Parties within [***] after the completion of the last step of the Technology
and Program Transfer Plan. 

 

 

2 




SCHEDULE 1.43 

LICENSOR MATERIALS 

[***] 

 

 

 

3 




SCHEDULE 1.44 

LICENSOR PATENTS 

[***]

 

 

 

1 




SCHEDULE 1.69 

OUTLINE OF TECHNOLOGY AND
PROGRAM TRANSFER PLAN 

	1 	
      [***] TECHNOLOGY
    TRANSFER

	 	 
	1.1 	
      Project Stakeholders and Contractual
  Status

	 	 
		
      [***]



1 





	1.2 	
      Documents to be transfered

	 	 
	1.2.1 	
      Documents to be transferred [***]

	 	 
		
      [***]



2 





	1.2.2 	
      Documents to be transferred [***]

	 	 
		
      [***]



3 





	1.2.3 	
      Documents to be transferred for [***]

	 	 
		
      [***]



4 





	1.2.4 	
      Documents to be transferred for [***]

	 	 
	 	[***] 
		
	 	 
	1.2.5 	
      Preclinical reports on [***]

	 	 
	1.2.5.1 	
      Non-GLP reports

	 	 
		[***] 


5 





	1.2.5.2 	GLP-reports (Toxicology Studies) 
	 	 
	[***] 	  


6 





	1.3 	
      Material 

	 	 
	 	[***]


7 





	2 	
      [***] TECHNOLOGY
    TRANSFER

	 	 
	2.1 	
      Documents to be transfered

	 	 
	2.1.1 	
      Documents to be transferred [***]

	 	
		[***] 
	 	 
	2.1.2 	
      Documents to be transferred [***]

	 	 
		[***] 


8 





	2.1.3 	
      Documents to be transfered [***]

	 	 	 
		[***] 	
      

	 	 	 
	2.1.4 	
      Preclinical GLP safety reports [***]

	 	 	 
		[***] 	
      



9 





	2.1.5 	
      Clinical summary [***]

	 	 	 
		[***] 	
      

	 	 	 
	2.2 	
      Material

	 	 	 
		[***] 	
      



Completed Clinical
Studies: 

[***]

10 




SCHEDULE 10.2.2 

LICENSOR CLAIMS 

None. 




SCHEDULE 10.2.5 

[***]