AMENDED
AND RESTATED


 


LICENSE
AGREEMENT NO. 525855


 


BETWEEN


 


BATTELLE
MEMORIAL INSTITUTE


 


AND


 


ADVANCED
MEDICAL ISOTOPE CORPORATION


 


March
2017


 





 




    	BUSINESS SENSITIVE




     


    




 


License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1


 


LICENSE
AGREEMENT 525855


AMENDED
AND RESTATED


 


THIS
AGREEMENT made and entered into at Richland, Washington, as the amended and restated Agreement between the Parties concerning
the subject matter hereof, by and between Advanced Medical Isotope Corporation having a principal place of business in Kennewick,
Washington, herein called “LICENSEE”, and Battelle Memorial Institute, having a place of business in Richland, Washington,
herein called “BATTELLE”. This Amended and Restated Agreement is effective on the date affixed hereto by the party
last signing this Agreement (the “Effective Date”). This Amended and Restated Agreement is meant to supersede the
prior Agreement between the Parties regarding all obligations not yet accrued.


 


WITNESSETH
THAT:


 


WHEREAS,
BATTELLE is an incorporated charitable trust exempt from federal income taxes under Section 501(c)(3) of the United States Internal
Revenue Code; and


 


WHEREAS,
BATTELLE has certain rights in patents relating to radiogel technology; and


 


WHEREAS,
LICENSEE recognizes that BATTELLE owns inventions and intellectual property useful in the conduct of LICENSEE’s business;
and


 


WHEREAS,
LICENSEE recognizes that its anticipated business activity will encompass the practice of technology that requires a license under
patents owned or controlled by BATTELLE; and


 


WHEREAS,
LICENSEE wishes to acquire the right to practice the inventions of such patents.


 


NOW,
THEREFORE in consideration of the mutual covenants herein contained and intending to be legally bound hereby, the parties agree
as follows:


 


1. DEFINITIONS


 


As
used herein, the following terms shall have the meanings set forth below:


 


	A.	AFFILIATE
    or AFFILIATES means any entity that controls, is controlled by, or is under common control of LICENSEE where control consists
    of ownership of at least fifty percent (50%) of the outstanding voting securities or other ownership interest of the entity.
	 	 
	B.	GROSS
    SALES means any and all forms of consideration, monetary or otherwise, received by LICENSEE from the sale, lease, rental,
    transfer, or other disposition of LICENSED PRODUCTS without deduction, or the fair market value for LICENSED PRODUCTS if such
    LICENSED PRODUCTS are sold, leased, rented, transferred, or otherwise disposed of at less than the fair market value. For
    purposes of this Agreement, “fair market value” is the consideration received by LICENSEE for equivalent products
    or services in arms-length transactions. In the event any LICENSED PRODUCTS are sold, leased, rented, transferred or otherwise
    disposed of between LICENSEE and one of its AFFILIATES or between two of LICENSEE’s AFFILIATES, or such LICENSED PRODUCT
    is used by LICENSEE or one of its AFFILIATES, LICENSEE shall calculate and pay royalties to BATTELLE based on the fair market
    value for such LICENSED PRODUCT.


 




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License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1


 





	C.	LICENSED
    FIELD means, and is limited to, medical and veterinary therapeutic radioisotope delivery.
	 	 
	D.	LICENSED
    PRODUCT(S) means any and all products incorporating or services utilizing one or more claims of the licensed PATENTS.
	 	 
	E.	LICENSED
    TERRITORY means the United States of America and Canada.
	 	 
	F.	NET
    SALES means GROSS SALES less shipping charges, returns, and taxes, for the sale, lease, rental, transfer, or other disposition
    or provision of LICENSED PRODUCTS, or the fair market value for LICENSED PRODUCTS if such LICENSED PRODUCTS are sold, leased,
    rented, transferred, or otherwise provided at less than the fair market value. For purposes of this Agreement, “fair
    market value” is the consideration received by LICENSEE for equivalent products or services in arms-length transactions.
    In the event any LICENSED PRODUCTS or LICENSED PROCESSES are sold, leased, rented, transferred or otherwise provided between
    LICENSEE and one of its AFFILIATES or between two of LICENSEE’s AFFILIATES, or such LICENSED PRODUCT or LICENSED PROCESS
    is used by LICENSEE or one of its AFFILIATES, LICENSEE shall calculate and pay royalties to BATTELLE based on the fair market
    value for such LICENSED PRODUCTS or LICENSED PROCESS.
	 	 
	G.	PATENT
    or PATENTS means the following patents, and all reissues, reexaminations, substitutes, and extensions thereof:


 


Issued
Patents





 


	Title	 	Country	 	 	Patent Number	 	 	Date Granted
	Stimulus Sensitive Gel with Radioisotope and Methods of Making (BATTELLE IPID 11505-E 
Master Patent ID 1201)*	 	 	U.S.	 	 	 	6,296,831	 	 	October 2, 2001
	Stimulus Sensitive Gel with Radioisotope and Methods of Making (BATTELLE IPID 11505-E 
 
CON Master Patent ID 1204)*	 	 	U.S.	 	 	 	6,869,588	 	 	March 22, 2005
	Stimulus Sensitive Gel with Radioisotope and Methods of Making (BATTELLE IPID 11505-E 
  
Master Patent ID 1197)*	 	 	Canada	 	 	 	2,327,325	 	 	January 24, 2006
	Thermogelling Biodegradable Aqueous Polymer Solution (BATTELLE IPID 12483-B Master 
  
Patent ID 1892)†	 	 	U.S.	 	 	 	6,841,617	 	 	January 11, 2005
	Thermogelling Oligopeptide Polymers (BATTELLE IPID 12483- 
  
B CIP Master Patent ID 1893) †	 	 	U.S.	 	 	 	7,087,244	 	 	August 8, 2006
	Thermogelling Biodegradable Aqueous Polymer Solution (BATTELLE IPID 12483-B Master 
  
Patent ID 1889) †	 	 	Canada	 	 	 	2,423,488	 	 	July 13, 2010
	Multiple Stimulus Reversible Hydrogels (BATTELLE IPID 12575-E Master Patent ID 1963)*	 	 	U.S.	 	 	 	6,660,247	 	 	December 9, 2003
	Multiple Stimulus Reversible Hydrogels (BATTELLE IPID 12575-E CON Master Patent ID 4425)*	 	 	U.S.	 	 	 	7,033,571	 	 	April 25, 2006



 





 






*These
Patents arose under funding of the U.S. Government.





†These
Patents arose under private funding.


 


2. PATENT
LICENSE


 


	A.	BATTELLE
    hereby grants to LICENSEE and AFFILIATES, to the extent of the LICENSED FIELD and LICENSED TERRITORY, an exclusive license
    to make, have made, use and sell LICENSED PRODUCTS.
	 	 
	B.	The
    license granted pursuant to Paragraph A hereof shall be subject to any rights the Government of the United States of America
    may presently have or may assert in the future for any reason including, but not limited to, those rights set forth in 35
    USC§202 and §203 and 37 C.F.R. 401, et seq.
		 
	 	 
	C.	BATTELLE
    reserves the right to (i) practice the PATENTS for research, development and demonstration purposes for itself and others,
    (ii) nonexclusively license the PATENTS to nonprofit institutions that collaborate with BATTELLE for research, development,
    and demonstration purposes only, and (iii) license the PATENTS in fields not exclusively licensed herein.


 




    	BUSINESS SENSITIVE




     


    

 


License
                                         Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1



 


3. CONSIDERATION


 


	A.	In
    consideration for the License Grant described in Article 2, LICENSEE agrees to comply with all the provisions of this Agreement,
    to pay all fees, costs, and meet all other requirements set forth in this Agreement.
	 	 
	B.	LICENSEE
    shall pay to BATTELLE a royalty of one percent (1%) of NET SALES.
	 	 
	C.	If
    as a result of litigation related to this Agreement financed by LICENSEE, damages, royalties, or other consideration is received
    by LICENSEE, BATTELLE shall receive the greater of: (i) a royalty as set forth above as applied to the level of infringing
    sales determined by a court or as a result of settlement of such claims, or (ii) twenty- five percent (25%) of all monies
    received by LICENSEE, after LICENSEE deducts all reasonable out-of-pocket costs of prosecuting such litigation.
	 	 
	D.	No
    royalty shall be paid to BATTELLE for the practice of any PATENT on behalf of the U.S. Government for which the U.S. Government
    has a royalty-free right to use such PATENT, but LICENSEE shall continue to pay the agreed-upon royalty set forth above on
    any PATENT for which use the U.S. Government does not have such a royalty-free right.


 


4. ANNUAL
LICENSE MAINTENANCE FEE/MINIMUM ROYALTY


 





	A.	LICENSEE
    shall pay to BATTELLE an annual license maintenance fee/minimum royalty as set forth in Table 1 below. Such annual license
    maintenance fee/minimum royalty shall be due and payable on the last day of January. If LICENSEE does not pay the amount (if
    any) required to be paid hereunder to satisfy the annual license maintenance fee/minimum royalty obligation, BATTELLE may,
    in its sole discretion, elect to convert the exclusive license of Paragraph 2A to a nonexclusive license, terminate this Agreement
    under the provisions of Paragraph 10C, or waive this requirement in whole or in part.
	 	 
	B.	Beginning
    in the first calendar year in which LICENSEE makes its first NET SALES of a LICENSED PRODUCT, the annual license maintenance
    fee as set forth in Table 1 below shall become a minimum royalty. It is understood by the parties that LICENSEE shall pay
    annually either a license maintenance fee or a minimum royalty. LICENSEE shall pay to BATTELLE royalties as stated in Article
    3, but in no event shall royalties for any calendar year be less than the amounts set forth in Table 1 below during each of
    the calendar years indicated. The minimum royalty shall be due and payable on the last day of January.


 




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Table
1.


 





	Calendar Year	 	License Maintenance

 Fee/Minimum

 Royalties 
US $ Per Calendar 

Year	 
	2017	 	$	10,000	 
	2018	 	$	10,000	 
	2019	 	$	25,000	 
	2020	 	$	50,000	 
	2021	 	$	100,000	 
	2022	 	$	100,000	 



 





	C.	If
    this Agreement expires or is terminated for any reason, except for breach of contract by BATTELLE, during any year that an
    annual license maintenance fee or minimum royalties are due to BATTELLE, upon expiration or termination, LICENSEE shall immediately
    pay to BATTELLE the proportionate amount of annual license maintenance fee or minimum royalties owed to BATTELLE that represents
    that portion of the year elapsed prior to expiration or termination. For example, if LICENSEE terminates without breach by
    BATTELLE after the expiration of three (3) months of the new year, LICENSEE shall pay to BATTELLE one-fourth (1/4) of the
    annual license maintenance fee or minimum royalty due for that year.


 


5. DILIGENCE


 


	A.	For
    veterinary use LICENSEE shall achieve the following:


 


	 	(i)	On
    or before the last day of August 2017, LICENSEE shall obtain all necessary regulatory approvals to begin animal testing, and
    begin such testing; and
	 	 	 
	 	(ii)	On
    or before the last day of January 2019, LICENSEE shall have a commercial sale of a LICENSED PRODUCT for veterinary use.


 


If
LICENSEE does not meet the diligence obligations of this Paragraph 5A, BATTELLE may, in its sole discretion, extend the due dates
set forth herein, or terminate this Agreement.


 


	B.	For
    medical use LICENSEE shall achieve the following:


 


	 	(i)	On
    or before the last day of August 2017, LICENSEE shall have filed pre- submission paperwork with Food and Drug Administration
    (FDA);
	 	 	 
	 	(ii)	On
    or before the last day of June 2018, approval of investigational device exemption (IDE) by FDA;


 




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License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1



 


	 	(iii)	On
    or before the last day of October 2018, LICENSEE shall conclude human trials; and
	 	 	 
	 	(iv)	On
    or before the last day of January 2020, LICENSEE shall have a commercial sale of a LICENSED PRODUCT for medical use.


 


If
LICENSEE does not meet the diligence obligations of this Paragraph 5B, BATTELLE may, in its sole discretion, extend the due dates
set forth herein, or terminate this Agreement.


 


	C.	LICENSEE
    shall pay to BATTELLE an additional fee, as a milestone payment, in the amount of Five Thousand United States Dollars ($5,000
    US) upon FDA approval to sell LICENSED PRODUCTS for medical purposes and in any event no later than the last day of January
    2020.


 


6. U.S.
MANUFACTURING


 


In
order to enhance U.S. industrial competitiveness, LICENSEE shall ensure that products embodying the PATENTS which are manufactured
for use or sale in the United States under the exclusive license granted hereunder shall be substantially manufactured in the
United States.


 


7. SUBLICENSING


 


LICENSEE
shall not have the right to sublicense.


 


8. REPORTS
AND PAYMENTS


 


	A.	Not
    later than the last day of each January, LICENSEE shall furnish to BATTELLE, at the address set forth in Article 25, a written
    statement in a form provided by BATTELLE (Attachment 1) to determine the amounts due and the appropriateness of the royalties
    paid pursuant to Article 3 for the annual periods ended the last day of the preceding December, and shall pay to BATTELLE
    all amounts due to BATTELLE. Such amounts are due at the dates the statements are due. If no amount is accrued during any
    semiannual period, a written statement to that effect shall be furnished. All written statements provided to BATTELLE by LICENSEE
    shall be executed by an individual having actual authority to bind LICENSEE.
	 	 
	B.	Not
    later than the last day of each July and January, LICENSEE shall furnish to BATTELLE, at the address set forth in Article
    25, a written progress report summarizing LICENSEE’s progress towards commercializing the LICENSED PRODUCTS during the
    preceding semiannual periods ended the last days of the preceding June and December, respectively. Such progress report shall
    include the following information, where relevant: progress in the development and commercial deployment of the LICENSED PRODUCT;
    key business achievements; projects or transactions that resulted from, or were enabled by, the LICENSED PRODUCT; and quantitative
    or qualitative information that characterizes the contribution of the LICENSED PRODUCT to the U.S. economy. Such report will
    be provided to BATTELLE solely to enable BATTELLE to understand LICENSEE’s progress towards commercializing the LICENSED
    PRODUCT and to assist BATTELLE in determining the contribution of the LICENSED PRODUCT in improving LICENSEE’s business.


 




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License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1



 


	C.	Royalties
    earned on sales by LICENSEE in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees,
    or other charges imposed by the government of such country on the payment of royalty income.
	 	 
	D.	Payments
    provided for in this Agreement, shall when overdue, bear interest at a rate per annum equal to three percent (3%) in excess
    of the “Prime Rate” published by The Wall Street Journal at the time such payment is due until payment is
    received by BATTELLE.
	 	 
	E.	All
    payments made to BATTELLE under this Agreement are nonrefundable.
	 	 
	F.	If
    LICENSEE makes payments to BATTELLE by Electronic Funds Transfers, LICENSEE shall provide a written report to BATTELLE to
    the address set forth in Article 25 as required in Paragraph 8A, above, along with a statement indicating that payments have
    been made by Electronic Funds Transfers. Such payments shall be made to the following account (for international transfers,
    use Swift Code: USBKUS44IMT):


 


U.
S. Bank of Washington


Account
Name: Battelle Memorial Institute


ABA
No. 125000105


Account
No. 153502962134


 


9. REPRESENTATIONS,
HOLD HARMLESS AND LIMITATION OF BATTELLE’S LIABILITY


 


	A.	This
    Agreement is entered into by BATTELLE in its private capacity. It is understood and agreed that the U.S. Government is not
    a party to this Agreement and in no manner whatsoever shall be liable for nor assume any responsibility or obligation for
    any claim, cost or damages arising out of or resulting from this Agreement or the subject matter licensed.
	 	 
	B.	(i)
    Nothing in this Agreement shall be deemed to be a representation or warranty, except as set forth in Paragraph 9C and 9F below,
    by BATTELLE, or the U.S. Government, of the validity of any of the PATENTS or the accuracy, safety or usefulness for any purpose,
    of any technical information, techniques, or practices at any time made available by BATTELLE.
	 	 
	 	(ii)Neither
    the U.S. Government nor BATTELLE nor any affiliated company of BATTELLE shall have any liability whatsoever
    to LICENSEE or any other person for or on account of any injury, loss, or damage, of any kind or nature sustained by, or any
    damage assessed or asserted against, or any other liability incurred by or imposed upon LICENSEE or any other person, arising
    out of or in connection with or resulting from (1) the production, use or sale of any apparatus or product, or the practice
    of the PATENTS by LICENSEE; (2) the use by LICENSEE of any technical information, techniques, or practices disclosed by BATTELLE;
    or (3) any advertising or other promotional activities by LICENSEE with respect to any of the foregoing; and


 




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License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1



 


	 	(iii)	LICENSEE
    shall hold the U.S. Government, BATTELLE, and any affiliated company of BATTELLE, harmless in the event
    the U.S. Government, BATTELLE, or any affiliated company of BATTELLE, is held liable as a result of actions by LICENSEE as
    set forth in Paragraphs 9B(ii)(1), 9B(ii)(2), and 9B(ii)(3) above.
	 	 	 
	 	(iv)	Further,
    LICENSEE agrees to assume the defense of (1) any suit brought against BATTELLE or any affiliated company of
    BATTELLE resulting from any action of LICENSEE undertaken under this License Agreement, and (2) any action brought against
    LICENSEE or BATTELLE resulting from any action of LICENSEE relating to the licensed PATENTS.


 


	C.	BATTELLE
    represents that it has the right to grant all of the rights granted herein, except as to such rights as the Government of
    the United States of America may have or may assert.
	 	 
	D.	LICENSEE
    understands and acknowledges that the subject matter of this Agreement has not yet been commercially demonstrated, and agrees
    to accept the risks incident to designing, manufacturing and operating a nascent technology.
	 	 
	E.	LICENSEE
    acknowledges that LICENSEE has evaluated the PATENTS and deems them suitable for LICENSEE’s purposes for entering into
    this Agreement.
	 	 
	F.	Nothing
    in this Agreement may be construed as: a warranty or representation by BATTELLE as to the validity of any of BATTELLE’s
    rights in the PATENTS; a warranty or representation that anything made, used, sold or otherwise disposed of under any license
    granted in this Agreement is or will be free from infringement of any patents other than PATENTS; a grant by implication,
    estoppel or otherwise of any license or rights under any patents of BATTELLE other than PATENTS, regardless of whether such
    patents are dominate or subordinate to PATENTS; or an obligation to furnish any information not provided in PATENTS.


 


10. TERMINATION


 


	A	The
    PATENT License of Article 2 shall end upon the expiration of the last to expire of the PATENTS included herein, or upon a
    final adjudication of invalidity of all PATENTS included herein, whichever is later.
	 	 
	B.	LICENSEE
    may terminate this Agreement at any time upon sixty (60) days written notice in advance to BATTELLE, and LICENSEE shall thereafter
    discontinue the practice and use of the licensed PATENTS.
	 	 
	C.	Except
    as provided below in Paragraph 10D, if either party shall be in breach of any obligation hereunder, the other party may terminate
    this Agreement by giving Notice of Termination by personal delivery, telefax, electronic mail transmission or by United States
    mail, express mail, or courier service, with postage or fees prepaid, to the party in breach, specifying the basis for termination.
    Notice by personal delivery, telefax or electronic mail is deemed to have been given when delivered or transmitted. Notice
    sent by U.S. mail, express mail or courier service is deemed to have been given when mailed. If within sixty (60) days after
    the receipt of such Notice of Termination, the party in breach shall remedy the condition forming the basis for termination,
    such Notice of Termination shall cease to be operative, and this Agreement shall continue in full force; provided that if
    Notice of Termination is given by BATTELLE to LICENSEE for the third time then this grace period shall not be available unless
    permitted in such third Notice of Termination, and this Agreement shall be finally terminated. LICENSEE understands and acknowledges
    that the remedy set forth herein is not available to LICENSEE if LICENSEE does not meet the diligence requirements of Paragraphs
    5A and 5B.


 


 




    	BUSINESS SENSITIVE




     


    




 


License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1



 


	D.	If
    any report or payment due to BATTELLE is overdue for a third time, then any subsequent Notice of Termination is not subject
    to the sixty (60) day cure provision of Paragraph 10C.
	 	 
	E.	LICENSEE
    hereby agrees that, in the event LICENSEE by its own actions, or the action of any of its shareholders or creditors if applicable,
    files or has filed against it (with an order for relief being entered) a case under the Bankruptcy Code of 1978, as previously
    or hereafter amended, BATTELLE shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S.
    Code, as amended, on or against the exercise of the rights and remedies available to BATTELLE and LICENSEE hereby waives the
    benefits of such automatic stay and consents and agrees to raise no objection to such relief.
	 	 
	F.	Termination
    of this Agreement shall not extinguish any rights of BATTELLE or obligations of LICENSEE accrued hereunder at the time of
    termination; and obligations undertaken independent of the license granted under Article 2 shall survive termination to the
    extent necessary to permit their complete fulfillment or discharge.
	 	 
	G.	If
    this Agreement is for any reason terminated before all of the payments required to be made by LICENSEE as set forth herein
    have been made to BATTELLE, LICENSEE shall immediately pay to BATTELLE any unpaid amounts due as of the date of such termination
    even though the due dates provided in Articles 8 and 12 have not been reached.


 


11. LITIGATION


 


	A.	LICENSEE
    shall notify BATTELLE of any suspected infringement of the PATENTS in the LICENSED FIELD and the LICENSED TERRITORY, and shall
    inform BATTELLE of any evidence of such infringement(s).
	 	 
	B.	After
    LICENSEE or BATTELLE provides probative evidence of an actual infringement of the PATENTS in the LICENSED FIELD and LICENSED
    TERRITORY, the parties shall confer to discuss the actions to be taken to abate the infringement, up to and including full
    legal action in a court of competent jurisdiction. If after such conference BATTELLE provides written notice to LICENSEE instructing
    LICENSEE to pursue a designated course of action against the infringer, and LICENSEE fails to act as instructed within ninety
    (90) days after receipt of such written notice, then BATTELLE may, in its sole discretion, convert the exclusive license granted
    under Paragraph 2A to a nonexclusive license and take whatever action against the infringer that BATTELLE deems appropriate.
    In the event LICENSEE receives any monies or other consideration from a third party as a result of exercising LICENSEE’s
    rights under this Agreement, BATTELLE shall receive its payment under Article 3 as applied to all such monies or other consideration
    whether such monies or other consideration are denoted as “royalties”, “damages”, “release”
    from prior acts, or any other designation.


 




    	BUSINESS SENSITIVE




     


    

 


License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1



 


	C.	Challenges.


 


	 	(i)	If
    LICENSEE or any of LICENSEE’s AFFILIATES, subsidiaries, joint venturers, or other similarly situated persons, entities,
    or organizations initiates an action or proceeding or assists any third party initiating an action or proceeding against BATTELLE
    seeking a declaration or ruling that any claim of the PATENTS is invalid or unenforceable:


 


	 	1.	during
    the pendency of any such action or proceeding, the royalty rates and annual minimum royalty due under this Agreement shall
    double;
	 	 	 
	 	2.	if
    the outcome of such action or proceeding results in a determination that any issued claim of the PATENTS is found to be valid
    and infringed by LICENSED PRODUCTS, then the royalty rates and annual minimum royalty due under this Agreement shall triple
    and LICENSEE shall pay BATTELLE’s costs incurred for defending the validity of the PATENTS, including but not limited
    to attorneys fees, expert witness fees, court costs, and other costs incidental to such defense;
	 	 	 
	 	3.	LICENSEE
    shall have no right to recoup, claim, or otherwise recover any royalties, fees, or other forms of consideration paid to BATTELLE
    as required in this Agreement before such action or proceeding is initiated or during the period in which the action or proceeding
    is pending or under appeal; and
	 	 	 
	 	4.	LICENSEE
    shall pay royalties, fees, or any forms of consideration required under this Agreement directly to BATTELLE during the pendency
    of such action or proceeding and shall not pay any deposits or payments of royalties, fees, or any forms of consideration
    required under this Agreement into any escrow account.


 


	 	(ii)	LICENSEE
    shall provide BATTELLE with at least ninety (90) days written notice to the address set forth in Article 25 before LICENSEE
    or any of LICENSEE’s AFFILIATES, subsidiaries, joint venturers, or other similarly situated persons, entities, or organizations
    initiates any action or proceeding or assists any third party initiating an action or proceeding against BATTELLE seeking
    a declaration or ruling that any claim of the PATENTS is invalid or unenforceable or that but for this Agreement, LICENSED
    PRODUCTS will not infringe any claim of the PATENTS. LICENSEE shall include with its written notice to BATTELLE a copy of
    all relevant prior art which will form the basis for arguments and causes advanced in such action or proceeding.


 




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License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1



 


	 	(iii)	Any
    action or proceeding filed by LICENSEE or any of LICENSEE’s AFFILIATES, subsidiaries, joint venturers, or other similarly
    situated persons, entities, or organizations or any third party assisted thereby seeking a declaration or ruling that any
    claim of the PATENTS is invalid or unenforceable or that but for this Agreement LICENSED PRODUCTS will not infringe any claim
    of the PATENTS shall be litigated exclusively in the U.S. District Court for the Eastern District of Washington situated in
    Richland, Washington, and the parties hereby agree to submit to the exclusive jurisdiction of such court and waive any objection
    to venue for such purposes.


 


	D.	If
    LICENSEE’s exclusive license under Paragraph 2A is converted to a nonexclusive license, then the sole right to institute
    a suit for infringement of the PATENTS occurring thereafter shall rest with BATTELLE, and BATTELLE shall retain all the proceeds
    thereof. LICENSEE agrees to cooperate with BATTELLE in all respects, to have any of LICENSEE’s employees testify when
    requested by BATTELLE, and to make available any records, papers, information, specimens, and the like. Any recovery received
    pursuant to such suit shall be retained by BATTELLE.


 


12. PATENTS


 


	A.	BATTELLE
    shall have the sole right and discretion to file, prosecute, maintain, reexamine, and participate in any proceedings before
    a patent office, domestic or foreign, for all of the PATENTS and shall have the right to determine whether or not to abandon
    the prosecution of any PATENT, or to discontinue the maintenance of any PATENT. All reasonable expenses incurred by BATTELLE
    for the activities described in this Paragraph 12A shall be reimbursed to BATTELLE by LICENSEE within sixty (60) days of LICENSEE’s
    receipt of notice setting forth such expenses.
	 	 
	B.	If
    LICENSEE elects not to pay its share of expenses incurred by BATTELLE under Paragraph 12A for a particular PATENT, LICENSEE
    shall so notify BATTELLE in writing. LICENSEE shall be obligated to reimburse BATTELLE for its share of expenses for such
    PATENT up to the date BATTELLE receives such written notification, as well as any additional costs BATTELLE may incur if it
    abandons such patent application or PATENT, and at that time, LICENSEE’s rights related to such PATENT shall be terminated,
    and such PATENT shall be removed from this Agreement.


 


13. RECORDS


 


	A.	LICENSEE
    shall keep accurate records of all operations affecting LICENSEE’s duties and obligations hereunder, including but not
    limited to payment of royalties and fees, and shall permit BATTELLE or its duly authorized agent to inspect all such records
    and to make copies of or extracts from such records during regular business hours throughout the term of this Agreement and
    for a period of not less than three (3) years thereafter. BATTELLE shall bear its costs to conduct such audit; provided, however,
    LICENSEE shall reimburse BATTELLE for BATTELLE’s and/or its duly authorized agent’s actual costs to conduct the
    audit if as part of the audit it is deemed that LICENSEE has failed to perform its material obligations under this Agreement
    (including its underreporting of NET SALES and earned royalties in a reporting period by five percent (5%) or more).


 




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License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1



 


	B.	If
    such audit shows an underreporting or underpayment in excess of five percent (5%) in a reporting period as set forth in Paragraph
    13A, then LICENSEE shall pay the cost of such audit as set forth in Paragraph 13A, as well as any other additional sum that
    would have been payable to BATTELLE had LICENSEE reported correctly, plus interest on said sum at the rate set forth and owing
    in accordance with Paragraph 8D.


 


14. ASSIGNABILITY


 


	A.	Upon
    written consent of BATTELLE, such consent not to be unreasonably withheld, LICENSEE may assign its rights under this Agreement
    in connection with a merger or consolidation or to a third party purchaser of all or substantially all of the assets of LICENSEE
    relative to the rights granted hereunder. BATTELLE may assign its rights hereunder.
	 	 
	B.	Prior
    to any assignment of this Agreement, LICENSEE shall pay to BATTELLE at the address set forth in Article 25, a nonrefundable
    assignment fee of Seventy-Five Thousand United States Dollars ($75,000 US).


 


15. REFORM


 


	A.	The
    parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid
    controlling law, the validity of the remaining provisions shall not be affected thereby.
	 	 
	B.	In
    the event the legality of any provision of this Agreement is brought into question because of a decision by a court of competent
    jurisdiction of any country in which this Agreement applies, BATTELLE, by written notice to LICENSEE, may revise the provision
    in question or may delete it entirely so as to comply with the decision of said court.


 


16. NO
ENDORSEMENT; USE OF BATTELLE’S NAME; USE OF PNNL


 


BATTELLE
does not endorse products or services. Therefore, LICENSEE agrees that unless required by law, or unless otherwise agreed in advance
in writing by BATTELLE, LICENSEE will not use or imply the name “BATTELLE”, or any affiliated company of BATTELLE,
or “Pacific Northwest National Laboratory”, or “PNNL”, or associated trademarks, or other trade dress,
or use BATTELLE or PNNL reports, for advertising, promotional purposes, raising of capital, recommending investments, or in any
way that implies endorsement by BATTELLE or PNNL. However, LICENSEE may publicly disclose the fact that an agreement has been
entered into with BATTELLE, including the name of BATTELLE. LICENSEE may disclose in a factual manner that is accurate and not
misleading, material facts pertaining to the nature of this Agreement to the extent such disclosure complies with or is required
by applicable U.S. Federal and state securities and other laws or the rules and regulations of any public stock exchange, provided
that such disclosure does not, in whole or in part, imply any endorsement by BATTELLE or PNNL. LICENSEE further agrees to indemnify
and hold BATTELLE, its directors, officers, agents and employees harmless for any damage, loss, claim or suit arising from or
relating to LICENSEE’s use of the BATTELLE name.


 




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License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1



 


17. WAIVER
AND ALTERATION


 


	A.	The
    waiver of a breach hereunder may be effected only by a writing signed by the waiving party and shall not constitute a waiver
    of any other breach.
	 	 
	B.	A
    provision of this Agreement may be altered only by a writing signed by both parties, except as provided in Article 15, above.
	 	 
	C.	(i)
    To amend this Agreement in a manner that alters any of BATTELLE’s rights or LICENSEE’s duties under this Agreement,
    LICENSEE shall provide BATTELLE with a written request to amend this Agreement at least thirty (30) calendar days before BATTELLE’s
    rights or LICENSEE’s duties accrue. LICENSEE’s request shall: (1) specifically identify the clauses to be amended;
    (2) identify the requested amendments; and (3) provide BATTELLE with documentary evidence that the requested amendments are
    in BATTELLE’s and LICENSEE’s best interests.


 


	 	(ii)	If
    BATTELLE determines that any or all of LICENSEE’s requested amendments are in the Parties’ best interests, then
    the Parties shall initiate good faith negotiations to address the amendments consistent with BATTELLE’s determination.
    Such negotiations shall conclude within ninety (90) days after the date BATTELLE actually receives LICENSEE’s request
    to amend the Agreement as set forth above in Paragraph 17C(i) (the “Renegotiation Period”). The Parties shall
    enter into these negotiations with the understanding that they may not reach mutually acceptable terms within the Renegotiation
    Period. BATTELLE’s rights shall continue to accrue and LICENSEE’s obligations shall remain in force during the
    Renegotiation Period.
	 	 	 
	 	(iii)	If
    BATTELLE and LICENSEE agree to mutually acceptable terms during the Renegotiation Period, then such renegotiated terms shall
    be reflected in a formal amendment of this Agreement executed by both BATTELLE and LICENSEE and shall apply to any of BATTELLE’s
    rights or LICENSEE’s obligations that accrue during the Renegotiation Period or at any time thereafter during the remaining
    term of this Agreement.
	 	 	 
	 	(iv)	If
    BATTELLE and LICENSEE do not agree to mutually acceptable terms during the Renegotiation Period then BATTELLE may enforce
    the original terms and conditions of this Agreement or rely upon other remedies as permitted by the terms of this Agreement.


 




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License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1



 


	D.	LICENSEE
    acknowledges that BATTELLE, by virtue of its status as an incorporated charitable trust exempt from federal income taxes under
    Section 501(c)(3) of the Internal Revenue Code, cannot renegotiate any terms of this Agreement in a manner which may create
    an impermissible private benefit or private inurement.


 


18. MARKING


 


LICENSEE
shall place in a conspicuous location on any LICENSED PRODUCT made or sold under any PATENT coming with this Agreement, a patent
notice in accordance with the laws concerning the marking of patented articles. However, in no event shall LICENSEE mark any LICENSED
PRODUCT made or sold under this Agreement with an expired licensed PATENT.


 


19.
IMPLEMENTATION


 


Each
party shall execute any instruments necessary to implement the provisions of this Agreement.


 


20. CONSTRUCTION


 


This
Agreement shall be construed in accordance with the laws of the State of Washington of The United States of America and in the
English language, and any action brought to enforce any provision or obligation hereunder shall be brought in a court of competent
jurisdiction in the State of Washington.


 


21. EXPORTATION
OF TECHNICAL INFORMATION


 


LICENSEE
represents and warrants that it shall not export from The United States of America directly or indirectly, any technical information
(or the direct product thereof) furnished to LICENSEE either directly or indirectly by BATTELLE, without first complying with
all requirements of the Export Administration Regulations, including the requirement for obtaining any export license, if applicable.
LICENSEE agrees to indemnify, defend and hold harmless BATTELLE, its officers, agents and employees from all liability involving
the violation of such export regulations, either directly or indirectly, by LICENSEE.


 


22. CERTIFICATION


 


LICENSEE
hereby certifies that no principal of LICENSEE has been an employee of BATTELLE or any of its affiliated companies in the two
(2) years prior to the date of execution of this Agreement.


 


23. NO
PRESUMPTION


 


No
provision of this Agreement shall be interpreted for or against any party to this Agreement on the basis that that party was the
drafting party of the provision and no presumption or burden of proof shall arise disfavoring or favoring any party by virtue
of the authorship of any of the provisions of this Agreement.


 




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License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1



 


24. ENTIRE
UNDERSTANDING


 


This
Agreement represents the entire understanding between the parties, and supersedes all other agreements, express or implied, between
the parties concerning the subject matter of this Agreement. Specifically, no future representations made by BATTELLE staff shall
be effective to alter any provision herein unless such representation shall be made in writing by an authorized representative
of BATTELLE having the power to do so.


 


25. ADDRESSES


 


For
the purpose of all written communications between the parties, their addresses shall be:


 


Advanced
Medical Isotope Corporation


Attention
Dr. Michael K. Korenko, President & CEO 11316 W. Court Street


Pasco,
WA 99301


Mobile:
(509) 551-9281


Fax:
(509) 736-4007


Email:
mkorenko@isotopeworld.com


Email:
mkkor@aol.com


 


Battelle
Memorial Institute Technology Deployment and Outreach Attention PNNL IP Compliance Office


P.O.
Box 999, Mailstop K1-71 902 Battelle Blvd.


Richland,
WA 99352


Telephone:
(509) 375-2075


Fax:
(509) 372-4589


Email:
complianceoffice@pnnl.gov


 


 


or
any other addresses of which either party shall notify the other party in writing.


 




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License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1






26. EXPIRATION


 


The
offer to execute this Agreement shall expire if this Agreement is not signed by both parties and returned to BATTELLE on or before
March 30, 2017.


 


IN
WITNESS WHEREOF the parties have caused this Agreement to be executed by their duly authorized officers on the respective dates
and at the respective places hereinafter set forth.


 





	BATTELLE MEMORIAL INSTITUTE  	 	ADVANCED MEDICAL ISOTOPE  CORPORATION
	 	 	 	 	 
	BY	/s/ Peter C. Christensen	 	BY	/s/ Michael Korenk
	 	PRINTED 	 	 	PRINTED 
	 	 	 	 	                                  
	NAME	Peter C. Christensen	 	NAME	Michael Korenko
	TITLE	Manager, Technology Commercialization 	 	TITLE	President & CEO AMI
	DATE	03/17/17	 	DATE	03/17/17




 




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License
Agreement No. 525855 – Amended and Restated (Amendment 1)


Advanced
Medical Isotope Corporation


March
14, 2017


Version
1



 


ATTACHMENT
1


 


ROYALTY
REPORT TO BATTELLE


 


	From:	Advanced
    Medical Isotope Corporation – 525855 Amended and Restated	 
	 	(Company Name and License Agreement
    Number)	 



 


Reporting
Period:


 


From
To (6 Month Period Ending June 30 and December 31, to be Reported by the Following July 31 and January 31).


 


	1.	Article
    3


 


	NET
    SALES of LICENSED PRODUCTS	 	 
	 	 	 
	Veterinary
    use:	$	
	 	 	X
    1%
	 	 	 
	$
    Amount of Royalties Owed:	$	
	 	 	 
	Medical
    use:	$	
	 	 	X
    1%
	 	 	 
	$
    Amount of Royalties Owed:	$	
	 	 	 
	Total
    Royalties Due	$	 


 


	Signed
    by	 	 	 
	Printed
    name	 	Telephone
    No.	 


 




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