Exhibit 10.44


 


Certain
identified information has been omitted because the omitted information is (i) not material and (ii) would likely cause competitive
harm to OncoCyte Corporation if publicly disclosed. Omitted portions of this exhibit are marked [**].


 


AMENDED
AND RESTATED EXCLUSIVE LICENSE AGREEMENT


 


between


 


THE
REGENTS OF THE UNIVERSITY OF CALIFORNIA


 


and


 


RAZOR
GENOMICS, INC.


 


for


 


GENE-BASED
ASSAYS FOR CANCER DIAGNOSIS AND PROGNOSIS


 


UCSF
Case Nos.


SF2002-023,
SF2006-090, SF2007-086, SF2008-010, & SF2011-157


 




    	 



    	 



    

 


TABLE
OF CONTENTS


 


	Article
    No.	Title	Page
	 	 	 
	BACKGROUND	1
	 	 	 
	1.	DEFINITIONS	3
	 	 	 
	2.	GRANT	9
	 	 	 
	3.	SUBLICENSES	11
	 	 	 
	4.	PAYMENT
    TERMS	12
	 	 	 
	5.	LICENSE
    ISSUE FEE	14
	 	 	 
	6.	LICENSE
    MAINTENANCE FEE	14
	 	 	 
	7.	PAYMENTS
    ON SUBLICENSES	14
	 	 	 
	8.	EARNED
    ROYALTIES AND MINIMUM ANNUAL ROYALTIES	15
	 	 	 
	9.	MILESTONE
    PAYMENTS	16
	 	 	 
	10.	DUE
    DILIGENCE	16
	 	 	 
	11.	PROGRESS
    AND ROYALTY REPORTS	17
	 	 	 
	12.	BOOKS
    AND RECORDS	20
	 	 	 
	13.	LIFE
    OF THE AGREEMENT	21
	 	 	 
	14.	TERMINATION
    BY THE REGENTS	22
	 	 	 
	15.	TERMINATION
    BY LICENSEE	22
	 	 	 
	16.	DISPOSITION
    OF LICENSED PRODUCT AND LICENSED SERVICES UPON TERMINATION OR EXPIRATION	22
	 	 	 
	17.	USE
    OF NAMES AND TRADEMARKS	23
	 	 	 
	18.	LIMITED
    WARRANTY	23


 




    	 



    	 



    

 


	19.	LIMITATION
    OF LIABILITY 	24
	 	 	 
	20.	PATENT
    PROSECUTION AND MAINTENANCE 	25
	 	 	 
	21.	PATENT
    MARKING 	26
	 	 	 
	22.	PATENT
    INFRINGEMENT 	27
	 	 	 
	23.	INDEMNIFICATION
    	29
	 	 	 
	24.	NOTICES
    	30
	 	 	 
	25.	ASSIGNABILITY
    	31
	 	 	 
	26.	WAIVER
    	32
	 	 	 
	27.	FORCE
    MAJEURE 	32
	 	 	 
	28.	GOVERNING
    LAWS; VENUE; ATTORNEYS’ FEES 	32
	 	 	 
	29.	GOVERNMENT
    APPROVAL OR REGISTRATION 	33
	 	 	 
	30.	COMPLIANCE
    WITH LAWS 	33
	 	 	 
	31.	CONFIDENTIALITY
    	33
	 	 	 
	32.	MISCELLANEOUS
    	35


 




    	 



    	 



    

 


UCSF
Case Nos. SF2002-023, SF2006-090, SF2007-086, SF2008-010, & SF2011-157


 


AMENDED
AND RESTATED EXCLUSIVE LICENSE AGREEMENT


 


for


 


GENE-BASED
ASSAYS FOR CANCER DIAGNOSIS AND PROGNOSIS


 


This
amended and restated license agreement (“Agreement”) is made effective this ______ day of February, 2018
(“Effective Date”), by and between The Regents of the University of California, a California corporation, having
its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“The
Regents”) and acting through its University of California, San Francisco Office of Technology Management, 600
16th Street, Suite S-272, San Francisco, CA, 94158 (“UCSF”), and Razor Genomics, Inc., a Delaware
corporation, having a principal place of business at 27709 Via Cerro Gordo, Los Altos Hills, California 94022
(“Licensee”).


 


BACKGROUND


 


A.
Certain inventions, generally characterized as [**]“A Multi-Gene Assay To Predict Clinical Outcome In Non-small Cell Lung
Carcinoma”, [**], and “Gene Expression Assay for Lung Cancer” (collectively “Invention”), were made
in the course of research at the University of California, San Francisco, by Drs. [**], and at Pinpoint Genomics by [**], and
are claimed in Patent Rights as defined below.


 


B.
The development of the Invention was sponsored in part by the Department of Health and Human Services and, as a consequence, this
license is subject to overriding obligations to the United States Federal Government under 35 U.S.C. §§ 200-212 and
applicable regulations including a non-exclusive, non-transferable, irrevocable, paid-up license to practice
or have practiced the Invention for or on behalf of the United States Government throughout the world.


 




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C.
Pinpoint Genomics, Inc., a Delaware corporation, having a principal place of business at 231 S. Whisman Road, Mountain View, CA
94041-1522 (“Pinpoint”) and The Regents executed an exclusive license agreement, with an effective date of December
19th, 2009 (UC Agreement Control No. 2010-03-0034) (“Original Agreement”) for “Gene-Based Assays
For Cancer Diagnosis and Prognosis” wherein Pinpoint was granted certain rights.


 


D.
Pinpoint and The Regents executed an exclusive license agreement, with an effective date of March 3rd, 2012, (UC Agreement
Control Nos. 2012-03-0053) (“2012 Agreement”) for “Gene Expression Assay for Lung Cancer” wherein Pinpoint
was granted certain rights, including rights to UC Case No. SF2011-157.


 


E.
The Licensee and The Regents hereby mutually agree to terminate the 2012 Agreement and amend and restate the Original Agreement
for the purposes of revising certain terms, and to include The Regents’ rights in patent rights filed under UC Case No.
SF2011-157 to the Agreement.


 


F.
The Original Agreement is hereby amended in its entirety and restated herein. Such amendment and restatement is effective upon
the execution of this Agreement by Licensee and The Regents.


 


G.
The Licensee wishes to maintain certain rights obtained from The Regents for the commercial development of the Invention, in accordance
with the terms and conditions set forth herein and The Regents is willing to grant those rights so that the Invention may be developed
and the benefits enjoyed by the general public.


 


H.
The scope of such rights granted by The Regents is intended to extend to the scope of the patents and patent applications in Patent
Rights, but only to the extent that The Regents has proprietary rights in and to the Valid Claims of such Patent Rights.


 


I.
The Licensee is a “small business firm” as defined in 15 U.S.C. §632.


 


J.
Both parties recognize and agree that Earned Royalties are due under this Agreement with respect to products, services and methods
and that such royalties will be paid with respect to both pending patent applications and issued patents, in accordance with the
terms and conditions set forth herein.


 




    	Page 2



    	 



    

 


K.
Both parties recognize and agree that Earned Royalties due under this Agreement will be based on the Licensee’s or a Sublicensee’s
last act of infringement of Patent Rights within the control of the Licensee or a Sublicensee, regardless of whether the Licensee
or a Sublicensee had control over prior infringing acts; the parties intend that Earned Royalties due under this Agreement will
be calculated based on the Net Sales of the product or service resulting from the last act of infringement by the Licensee and
its Sublicensees.


 


-
- oo 0 oo - -


 


The
parties agree as follows:


 


1.
DEFINITIONS


 


As
used in this Agreement, the following terms, whether used in the singular or plural, shall have the following meanings:


 


1.1
“Affiliate” of the Licensee means any entity which, directly or indirectly, Controls the Licensee, is Controlled
by the Licensee or is under common Control with the Licensee. “Control” means (i) having the actual, present
capacity to elect a majority of the directors of such affiliate; (ii) having the power to direct at least forty percent (40%)
of the voting rights entitled to elect directors; or (iii) in any country where the local law will not permit foreign equity
participation of a majority, ownership or control, directly or indirectly, of the maximum percentage of such outstanding
stock or voting rights permitted by local law.


 


1.2
“Attributed Income” means the total gross proceeds (exclusive of Earned Royalties of Sublicensees, but including,
without limitation, any license fees, maintenance fees, or milestone payments), whether consisting of cash or any other forms
of consideration and whether any rights other than Patent Rights are granted, which gross proceeds are received by or payable
to the Licensee, any Affiliate and/or Joint Venture from any Sublicensee in consideration of the grant of a sublicense. Notwithstanding
the foregoing, Attributed Income shall not include proceeds attributed in such sublicense or such agreement, arrangement or other
relationship to bona fide (i) debt financing; (ii) equity (and conditional equity, such as warrants, convertible debt and the
like) investments in the Licensee at market value; (iii) reimbursements of Patent Prosecution Costs
actually incurred by the Licensee; and (iv) reimbursement for the cost of research and/or development services to be provided
on a going forward basis by Licensee for the applicable Sublicensee under such sublicense or such agreement, arrangement or other
relationship on the basis of full-time equivalent (“FTE”) efforts of personnel at or below commercially reasonable
and standard FTE rates. For the avoidance of doubt, any gross proceeds meeting the definition set forth above in this Article
1.2 shall be “Attributed Income” irrespective of whether such gross proceeds are received under one or more separate
agreements and irrespective of how such gross proceeds are referred to or characterized by the Licensee or the Sublicensee.


 




    	Page 3



    	 



    

 


1.3
“Earned Royalty” is defined in Paragraph 8.1.


 


1.4
“Field of Use” means all diagnostic, prognostic and predictive applications. The Field of Use specifically excludes
all other uses and applications.


 


1.5
“FTE” is defined in Paragraph 1.2 (Attributed Income).


 


1.6
“Joint Venture” means any separate entity established pursuant to an agreement between a third party and the Licensee
and/or Sublicensee to constitute a vehicle for a joint venture, in which the separate entity manufactures, uses, purchases, Sells
or acquires Licensed Products from the Licensee or Sublicensee.


 


1.7
“Licensed Method” means any process, art or method the use or practice of which, but for the license granted in this
Agreement, would infringe, or contribute to, or induce the infringement of, any Patent Rights in any country were they issued
at the time of the infringing activity in that country.


 


1.8
“Licensed Product” means any Product, including, without limitation, a Product for use or used in practicing a Licensed
Method and any Product made by practicing a Licensed Method, the manufacture, use, Sale, offer for Sale or import of which, but
for the license granted in this Agreement, would infringe, or contribute to, or induce the infringement of, any Patent Rights
in any country were they issued at the time of the infringing activity in that country.


 


1.9
“Licensed Service” means any service provided for consideration (whether in cash or any other form), when such service
(i) involves the use of a Licensed Product or (ii) involves the practice of a Licensed Method.


 




    	Page 4



    	 



    

 


1.10
“Net Invoice Price” means (a) the gross invoice price charged and the value of any other consideration owed to the
Licensee and/or any Sublicensee for a Licensed Product or Licensed Service, or (b) in those instances where the Licensed Product
or Licensed Service is combined in any manner with any other Product or service, the gross invoice price charged and the value
of any other consideration owed to the Licensee and/or any Sublicensee for the combined Product or service in its entirety, less
the following items, but only to the extent that they actually pertain to the disposition of such Licensed Product or Licensed
Service, are included in the gross invoice price charged or other consideration owed, and are identified separately on a bill
or invoice:


 


	 	1.10.1
    	Allowances
    actually granted to customers for rejections, returns and prompt payment and volume discounts;
	 	 	 
	 	1.10.2
    	Freight,
    transport packing and insurance charges associated with transportation;
	 	 	 
	 	1.10.3
    	Taxes,
    including Deductible Value Added Tax, tariffs or import/export duties based on Sales when included in the gross invoice price,
    but excluding value-added taxes other than Deductible Value Added Tax or taxes assessed on income derived from Sales. “Deductible
    Value Added Tax” means only the portion of the value added tax that is actually incurred and is not reimbursable, refundable
    or creditable under the tax authority of any country;
	 	 	 
	 	1.10.4
    	Only
    those normal and customary discounts and rebates given as a part of a formulary program that are paid or credited to customers,
    third-party payers, healthcare systems, or administrators for a Licensed Product or Licensed Service that is included in such
    formulary program, as permitted by applicable law;
	 	 	 
	 	1.10.5
    	Only
    those normal and customary wholesaler’s discounts and rebates given as a part of a formulary program that are paid or
    credited to customers, third-party payers, health care systems, or administrators for a Licensed Product or Licensed Service
    that is included in such formulary program, as permitted by applicable law;
	 	 	 
	 	1.10.6
    	Rebates
    and discounts paid or credited pursuant to applicable law; and


 




    	Page 5



    	 



    

 


	 	1.10.7	Amounts
    that have been billed or invoiced but are written off as uncollectible (determined in a manner consistent with generally accepted
    accounting principles, consistently applied) due to insurance coverage limits, contracted in-network claims, denied claims,
    user co-pay and deductible fees and patient assistance fees, any such deduction to be taken in the royalty reporting period
    in which such amounts are written off, provided that should any such amounts thereafter be received, such amounts shall be
    recorded as Net Sales in the royalty reporting period of receipt.


 


1.11
“Net Sale” means:


 


	 	1.11.1
    	except
    in the instances described in Paragraphs 1.11.2, 1.11.3 and 1.11.4 of this Paragraph, the Net Invoice Price;
	 	 	 
	 	1.11.2
    	for
    any Relationship-Influenced Sale of a Licensed Product or Licensed Service, Net Sales shall be based on the Net Invoice Price
    at which the Relationship-Influenced Sale Purchaser re-Sells such Licensed Product or Licensed Service;
	 	 	 
	 	1.11.3	in
those instances where Licensed Product or Licensed Service is not Sold, but is otherwise exploited, the Net Sales for such Licensed
Product or Licensed Service shall be the Net Invoice Price of products or services of the same or similar kind and quality, Sold
in similar quantities, currently being offered for Sale by the Licensee and/or any Sublicensee. Where such products or services
are not currently being offered for Sale by the Licensee and/or any Sublicensee, the Net Sales for Licensed Product or Licensed
Service otherwise exploited, for the purpose of computing royalties, shall be the average Net Invoice Price at which products
or services of the same or similar kind and quality, Sold in similar quantities, are then currently being offered for Sale by
other manufacturers. Where such products or services are not currently Sold or offered for Sale by the Licensee and/or any Sublicensee,
or others, then the Net Sales shall be the Licensee’s and/or any Sublicensee’s cost of manufacture of Licensed Product
or the cost of conducting the service, determined according to Generally Accepted Accounting Principles (“GAAP”),
plus [**]; and


 




    	Page 6



    	 



    

 


	 	1.11.4
    	for
    a Reacquisition Sale or Exploitation, Net Sales shall mean the Net Invoice Price upon the Reacquisition Sale or Exploitation
    of a Licensed Product or Licensed Service.


 


1.12
“New Developments” means inventions, or claims to inventions, which constitute advancements, developments or improvements,
whether or not patentable and whether or not the subject of any patent application, which are not sufficiently supported by the
specification of a previously-filed patent or patent application within the Patent Rights to be entitled to the priority date
of the previously-filed patent or patent application.


 


1.13
“Patent Prosecution Costs” is defined in Paragraph 20.4.


 


1.14
“Patent Rights” means the Valid Claims of, to the extent assigned to or otherwise obtained by The Regents, the following
United States patents and patent applications:


 


	UC
    Case Number	 	United
    States Application Number or United States Patent Number	 	Filing
    Date
	[**]	 	 	 	 
	2007-086-4	 	US
    Application 15/453,864	 	03/08/2017
	[**]	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	2011-157-4	 	US
    Patent 9,476,098	 	10/25/2016
    Issued



 


Patent
Rights shall further include the Valid Claims of, to the extent assigned to or otherwise obtained by The Regents, the corresponding
foreign patents and patent applications (requested under Paragraph 20.6 herein) and any reissues, extensions, substitutions, continuations,
divisions, and continuation-in-part applications (but only those Valid Claims in the continuation-in-part applications that are
entirely supported in the specification and entitled to the priority date of the parent application). This definition of Patent
Rights excludes any rights in and to New Developments.


 


1.15
“Product” means any kit, article of manufacture, composition of matter, material, compound, component or product.


 


1.16
“Progeny” means descendants from the Original Materials, Progeny and/or Unmodified Derivatives, including those with
mutations such as: virus from virus; cell from cell; or organism from organism.


 


1.17
“Reacquisition Sale or Exploitation” means those instances where the Licensee or a Sublicensee acquires a Licensed
Product or Licensed Service and then subsequently Sells or otherwise exploits such Licensed Product or Licensed Service.


 




    	Page 7



    	 



    

 


1.18
“Related Party” means a corporation, firm or other entity with which, or individual with whom, the Licensee and/or
any Sublicensee (or any of its respective stockholders, subsidiaries or Affiliates) have any agreement, understanding or arrangement
(for example, but not by way of limitation, an option to purchase stock or other equity interest, or an arrangement involving
a division of revenue, profits, discounts, rebates or allowances) unrelated to the Sale or exploitation of the Licensed Products
or Licensed Services without which such other agreement, understanding or arrangement, the amounts, if any, charged by the Licensee
or any Sublicensee to such entity or individual for the Licensed Product or Licensed Service, would be higher than the Net Invoice
Price actually received, or if such agreement, understanding or arrangement results in the Licensee or any Sublicensee extending
to such entity or individual lower prices for such Licensed Product or Licensed Service than those charged to others without such
agreement, understanding or arrangement buying similar products or services in similar quantities.


 


1.19
“Relationship-Influenced Sale” means a Sale of a Licensed Product or Licensed Service, or any exploitation of the
Licensed Product or Licensed Method, between the Licensee and/or any Sublicensee and (i) an Affiliate; (ii) a Joint Venture; (iii)
a Related Party or (iv) the Licensee and/or a Sublicensee.


 


1.20
“Relationship-Influenced Sale Purchaser” means the purchaser of Licensed Product or Licensed Service in a Relationship-Influenced
Sale.


 


1.21
“Sale” means the act of selling, leasing or otherwise transferring, providing, or furnishing for use for any consideration.
Correspondingly, “Sell” means to make or cause to be made a Sale and “Sold” means to have made or caused
to be made a Sale.


 


1.22
“Service Income” means Net Sales with respect to Licensed Services. Service Income shall not include Attributed Income
and amounts received by the Licensee or any Affiliate, Joint Venture, or Sublicensee to the extent such amounts are reasonably
and fairly attributable to Licensed Services performed on an FTE basis at or below commercially reasonable and standard FTE rates.


 


1.23
“Sublicensee” means any person or entity (including any Affiliate or Joint Venture) to which any of the license rights
granted to the Licensee hereunder are sublicensed.


 


1.24
“Sublicense Fee” is defined in Paragraph 7.1.


 


1.25
“Valid Claim” means a claim of a patent or patent application in any country that (i) has not expired; (ii) has not
been disclaimed; (iii) has not been cancelled or superseded, or if cancelled or superseded, has been reinstated; and (iv) has
not been revoked, held invalid, or otherwise declared unenforceable or not allowable by a tribunal or patent authority of competent
jurisdiction over such claim in such country from which no further appeal has or may be taken.


 




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2.
GRANT


 


2.1
Subject to the limitations and other terms and conditions set forth in this Agreement including the license granted to the United
States Government set forth in the Background and in Paragraph 2.3.1, The Regents grants to the Licensee a license under its rights
in and to Patent Rights to make, use, Sell, offer for Sale and import Licensed Products and Licensed Services and to practice
Licensed Methods, in the United States and in other countries where The Regents may lawfully grant such licenses, only in the
Field of Use.


 


2.2
Except as otherwise provided for in this Agreement, the license granted under Patent Rights in Paragraph 2.1 is exclusive.


 


2.3
The license granted in Paragraphs 2.1 and 2.2 is subject to the following:


 


	 	2.3.1	The
    obligations to the United States Government under 35 U.S.C. §§ 200-212 and all applicable governmental implementing
    regulations, as amended from time to time, including the obligation to report on the utilization of the Invention as set forth
    in 37 CFR. § 401.14(h), and all applicable provisions of any license to the United States Government executed by The
    Regents; and
	 	 	 
	 	2.3.2	the
    National Institutes of Health “Principles and Guidelines for Recipients of NIH Research Grants and Contracts on Obtaining
    and Disseminating Biomedical Research Resources,” 64 F.R. 72090 (Dec. 23, 1999), as amended from time to time.


 


2.4
The license granted in Paragraphs 2.1 and 2.2 is limited to methods and products that are within the Field of Use. For other methods
and products, the Licensee has no license under this Agreement.


 




    	Page 9



    	 



    

 


2.5
The Regents reserves and retains the right (and the rights granted to the Licensee in this Agreement shall be limited accordingly)
to make, use and practice the Invention and any technology relating to any of the foregoing and to make and use any Products and
to practice any process that is the subject of the Patent Rights (and to grant any of the foregoing rights to other educational
and non-profit institutions) for educational and research purposes, including without limitation, any sponsored research performed
for or on behalf of commercial entities and including publication and other communication of any research results. The Regents
also reserves and retains the right (and the rights granted to the Licensee in this Agreement shall be limited accordingly) to
make, use and practice the Invention and any technology relating to any of the foregoing and to make, use and Sell any Products
and to practice any process that is the subject of the Patent Rights in the Field of Use (and to grant such rights to other academic
and non-profit institutions) for compassionate use, including but not limited to use for patients seeking second opinions on prior
results obtained through purchase and use of Licensed Products or Licensed Services from Licensee or a Sublicensee, and use for
uninsured patients unable to afford access to Licensed Products and/or Licensed Services provided by Licensee or a Sublicensee
and seeking diagnostic, prognostic or predictive services from The Regents or other academic or non-profit entities. For the avoidance
of doubt, to the extent the Invention and any technology relating to any of the foregoing are not the subject of the exclusive
license under the Patent Rights granted to the Licensee hereunder, The Regents shall be free to make, use, Sell, offer to Sell,
import, practice and otherwise commercialize and exploit (including to transfer, license to, or have exercised by, third parties)
for any purpose whatsoever and in its sole discretion, such Invention, technology and any Products or processes that are the subject
of any of the foregoing.


 


2.6
Because the Invention was made under funding provided by the United States Government, Licensed Products, the Invention, and any
products embodying the Invention sold in the United States will be substantially manufactured in the United States.


 




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3.
SUBLICENSES


 


3.1
The Regents also grants to the Licensee the right to sublicense to third parties (including to Affiliates and Joint Ventures)
the rights granted to the Licensee hereunder, with no right to further sublicense except as provided below, as long as the Licensee
has current exclusive rights thereto under this Agreement. Each Sublicensee must be subject to a written sublicense agreement.
All sublicenses will include all of the rights of, and will require the performance of all the obligations due to, The Regents
(and, if applicable, the United States Government and other sponsors), other than those rights and obligations specified in Article
5 (License Issue Fee), Article 6 (License Maintenance Fee) and Paragraph 8.3 (Minimum Annual Royalty) and Paragraphs 20.4 and
20.6 (reimbursement of Patent Prosecution Costs). For the avoidance of doubt, the Licensee shall have no right to permit any Sublicensee
and no Sublicensee shall have any right to further sublicense any of the rights granted to the Licensee hereunder, except that
each Sublicensee (except Affiliates and Joint Ventures) may sublicense to its affiliates as affiliate is defined in Paragraph
1.1 with Sublicensee substituted for licensee in the definition, to the extent needed for the development and commercialization
of Licensed Products in accordance with this Agreement. Also, for the avoidance of doubt, Affiliates and Joint Ventures shall
have no licenses under this Agreement unless such Affiliates and Joint Ventures are granted a sublicense. For the purposes of
this Agreement, the operations of all Sublicensees shall be deemed to be the operations of the Licensee, for which the Licensee
shall be responsible.


 


3.2
In the event that The Regents and the Licensee each own an undivided interest in any Patent Rights licensed hereunder, the Licensee
will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents’
rights on the terms and conditions described in this Article 3 (Sublicenses).


 


3.3
The Licensee will notify The Regents of each sublicense granted hereunder and will provide The Regents with a complete copy of
each sublicense (along with a summary of the material terms of each such sublicense) and each amendment to such sublicense within
thirty (30) days of issuance of such sublicense or such amendment. The Licensee will collect from Sublicensees and pay to The
Regents all fees, payments, royalties and the cash equivalent of any consideration due The Regents. The Licensee will guarantee
all monies due The Regents from Sublicensees. For clarity, if the Licensee grants a sublicense that contains a provision for payment
of royalties by any Sublicensee in an amount that is less than the Sublicensee Royalty required to be paid under Paragraph 7.1
below, then the Licensee will pay to The Regents a total amount equal to the Sublicensee Royalty based on the Sublicensees’
Net Sales as provided for in Paragraph 7.1. The Licensee will require Sublicensees to provide it with copies of all progress reports
and royalty reports in accordance with the provisions herein and the Licensee will collect and deliver all such reports due The
Regents from Sublicensees.


 




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3.4
If Licensee licenses patent rights assigned to or otherwise acquired by it (“Licensee’s Patent Rights”), and
it believes, in good faith, that the recipient of such license will infringe Patent Rights in practicing the Licensee’s
Patent Rights, then the Licensee will not separately grant a license to such recipient under Licensee’s Patent Rights without
concurrently granting a sublicense under Patent Rights on the terms required under this Agreement.


 


3.5
Upon any expiration or termination of this Agreement for any reason, all sublicenses shall automatically terminate, unless The
Regents, at its sole discretion, agrees in writing to an assignment to The Regents of any sublicense. In the event of termination
of this Agreement and if The Regents accepts assignment of any sublicense, The Regents will not be bound by any grant of rights
broader than or will not be required to perform any obligation other than those rights and obligations contained in this Agreement.
Moreover, The Regents will have the sole right to modify each such assigned sublicense to include all of the rights of The Regents
(and, if applicable, the United States Government and other sponsors) that are contained in this Agreement, including the payment
of Earned Royalties directly to The Regents by the Sublicensee as if it were the Licensee at a rate that is no lower than the
rate set forth in Article 8 (Earned Royalties and Minimum Annual Royalties) in accordance with Article 4 (Payment Terms).


 


4.
PAYMENT TERMS


 


4.1
Paragraphs 1.7, 1.8, 1.9 and 1.14 define Licensed Method, Licensed Product, Licensed Service and Patent Rights, so that Earned
Royalties are payable on products and methods covered by both pending patent applications and issued patents. Earned Royalties
will accrue in each country for the duration of Patent Rights in that country and will be payable to The Regents when Licensed
Products or Licensed Services are invoiced, or if not invoiced, when delivered or otherwise exploited by the Licensee or Sublicensee
in a manner constituting a Net Sale as defined in Paragraph 1.11. Sublicense Fees with respect to any Attributed Income shall
accrue to The Regents within thirty (30) days of the date that such Attributed Income is due to the Licensee.


 


4.2
The Licensee will pay to The Regents all Earned Royalties, Sublicense Fees and other consideration payable to The Regents quarterly
on or before February 28 (for the calendar quarter ending December 31), May 31 (for the calendar quarter ending March 31), August
31 (for the calendar quarter ending June 30) and November 30 (for the calendar quarter ending September 30) of each calendar year.
Each payment will be for Earned Royalties, Sublicense Fees and other consideration which has accrued within the Licensee’s
most recently completed calendar quarter.


 




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4.3
All consideration due The Regents will be payable and will be made in United States dollars by check payable to “The Regents
of the University of California” or by wire transfer to an account designated by The Regents. The Licensee is responsible
for all bank or other transfer charges. When Licensed Products or Licensed Services are Sold for monies other than United States
dollars, the Earned Royalties and other consideration will first be determined in the foreign currency of the country in which
such Licensed Products or Licensed Services were Sold and then converted into equivalent United States dollars. The exchange rate
will be the average exchange rate quoted in the The Wall Street Journal during the last thirty (30) days of the reporting
period.


 


4.4
Sublicense Fees and Earned Royalties on Net Sales of Licensed Products or Licensed Services and other consideration accrued in,
any country outside the United States may not be reduced by any taxes, fees or other charges imposed by the government of such
country, except those taxes, fees and charges allowed under the provisions of Paragraph 1.11 (Net Sales).


 


4.5
Notwithstanding the provisions of Article 27 (Force Majeure) if at any time legal restrictions prevent the prompt remittance of
Earned Royalties or other consideration owed to The Regents by the Licensee with respect to any country where a sublicense is
issued or a Licensed Product or Licensed Service is Sold or otherwise exploited, then the Licensee shall convert the amount owed
to The Regents into United States dollars and will pay The Regents directly from another source of funds in order to remit the
entire amount owed to The Regents.


 


4.6
In the event that any patent or claim thereof included within the Patent Rights is held invalid in a final decision by a court
of competent jurisdiction and last resort and from which no appeal has or can be taken, then all obligation to pay royalties based
on that patent or claim or any claim patentably indistinct therefrom will cease as of the date of final decision. The Licensee
will not, however, be relieved from paying any royalties that accrued before such final decision and the Licensee shall be obligated
to pay the full amount of royalties due hereunder to the extent that The Regents licenses one or more Valid Claims within the
Patent Rights to the Licensee with respect to Licensed Products or Licensed Services.


 




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4.7
No Earned Royalties will be collected or paid hereunder to The Regents on Licensed Products or Licensed Services Sold to, or otherwise
exploited for, the account of the United States Government as provided for in the license to the United States Government. The
Licensee and its Sublicensees will reduce the amount charged for Licensed Products or Licensed Services Sold to, or otherwise
exploited by, the United States Government by an amount equal to the Earned Royalty for such Licensed Products or Licensed Services
otherwise due The Regents. Such reduction in Earned Royalties will be in addition to any other reductions in price required by
the United States Government.


 


4.8
In the event that royalties, fees, reimbursements for Patent Prosecution Costs or other monies owed to The Regents are not received
by The Regents when due, the Licensee will pay to The Regents interest at a rate of [**] simple interest per annum. Such interest
will be calculated from the date payment was due until actually received by The Regents. Such accrual of interest will be in addition
to and not in lieu of, enforcement of any other rights of The Regents due to such late payment.


 


5.
LICENSE ISSUE FEE


 


Licensee
paid to The Regents a license issue fee of [**] on April 13th, 2011.


 


6.
LICENSE MAINTENANCE FEE


 


Because
Sale of CLIA-certified Licensed Product began September 27th, 2012, the parties agree that Licensee is not
obligated to pay a license maintenance fee.


 


7.
PAYMENTS ON SUBLICENSES


 


7.1
The Licensee will pay to The Regents the following non-refundable and non-creditable sublicense fees (“Sublicense Fees”):


 


	 	7.1.1	[**]
    of all Attributed Income received on sublicenses executed prior to first commercial Sale of a CLIA-certified Licensed Product
    or Licensed Service;
	 	 	 
	 	7.1.2
    	[**]
    of all Attributed Income received on sublicenses executed after the first commercial Sale of a CLIA-certified Licensed Product
    or Licensed Service and prior to receipt of 510K marketing approval from the U.S. Food and Drug Administration (“FDA;


 




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	 	7.1.3	[**]
    of all Attributed Income received on sublicenses executed after receipt of 510K marketing approval from the FDA.


 


7.2
The Licensee will also pay to The Regents, with respect to each Sublicensee, a pass-through Earned Royalty as provided
for under Section 8 Earned Royalties and Minimum Annual Royalties.


 


8.
EARNED ROYALTIES AND MINIMUM ANNUAL ROYALTIES


 


8.1
The Licensee will also pay to The Regents an earned royalty of (i) [**] of the Net Sales of Licensed Product or
Licensed Method by the Licensee, any Affiliate, Sublicensee or Joint Venture; and (ii) [**] of any Service Income of the
Licensee, any Affiliate, Sublicensee or Joint Venture (“Earned Royalty”).


 


8.2
In the event it becomes necessary for Licensee (or its Affiliate or Sublicensee) to license patent rights owned by an unaffiliated
third party(ies) in order to make, use, Sell, offer to Sell or import Licensed Product or Licensed Method, and Licensee (or its
Affiliate or Sublicensee) is required to pay a royalty to the unaffiliated third party(ies) under a separate license agreement
in order to practice Licensed Methods, and/or to make, use, Sell, offer to Sell or import Licensed Products, in addition to Licensee
paying to The Regents a royalty under this Agreement for such activity, and the combined earned royalty due all the parties exceeds
eight percent (8%), then the Earned Royalty to be paid to The Regents under this Agreement by Licensee shall be reduced on a going-forward
basis by an amount equal to one-half (1/2) of the royalty rate due to such unaffiliated third party(ies) that is in excess
of the [**] percent ([**]%) combined royalty rate due to all parties. However, in no event shall the amount paid to The Regents
be reduced below fifty percent (50%) of the original Earned Royalty amount due The Regents under Paragraph 8.1 above. In addition,
any credit must be used within the royalty reporting period that such credit is earned and may not roll forward from one royalty
reporting period to the next.


 




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8.3
The Licensee will also pay to The Regents a minimum annual royalty of [**] for the life of Patent Rights, beginning with
the year of the first Sale of Licensed Product or Licensed Service. The minimum annual royalty will be paid to The Regents by
February 28 of each year and will be credited against the Earned Royalty due for the calendar year in which the minimum payment
was made. However, if the first Sale occurs after February 28, then the Licensee’s obligation to pay the minimum annual
royalty will be pro-rated for the number of months remaining in that calendar year when Sales commence and will be due the following
February 28 (along with the minimum annual royalty payment for that year), to allow for crediting of the pro-rated year’s
Earned Royalties.


 


9.
MILESTONE PAYMENTS


 


9.1
With respect to the first Licensed Product to achieve the following milestone, the Licensee will pay to The Regents a non-refundable,
non-creditable amount of [**] upon [**].


 


9.2
For the avoidance of doubt, the milestone payment set forth in Paragraph 9.1 will be payable regardless of whether the applicable
milestone event has been achieved by the Licensee or any Affiliate, Joint Venture, or Sublicensee.


 


9.3
All milestone payments are due to The Regents within thirty (30) days of the occurrence of the applicable milestone event.


 


10.
DUE DILIGENCE


 


10.1
The Licensee, upon execution of this Agreement, will diligently proceed with the development, manufacture and Sale of Licensed
Products and Licensed Services and will earnestly and diligently market the same after execution of this Agreement and in quantities
sufficient to meet the market demands therefor.


 


10.2
The Licensee will obtain all necessary governmental approvals in each country where Licensed Products and Licensed Services are
manufactured, used, Sold, offered for Sale or imported.


 


10.3
The Licensee will:


 


	 	10.3.1
    	Market
    first CLIA-certified Licensed Product within eighteen months (18) months from the Effective Date;
	 	 	 
	 	10.3.2
    	Submit
    510K application (or PMA) to FDA within three (3) years from the Effective Date, if required by FDA regulations;


 




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	 	10.3.3
    	Market
    510K-approved Licensed Product in the United States within six (6) months of receiving approval of such Licensed Product from
    FDA; and
	 	 	 
	 	10.3.4
    	Fill
    the market demand for Licensed Products and Licensed Services within one (1) year following commencement of marketing at any
    time during the exclusive period of this Agreement.10.3.1;


 


10.4
If the Licensee is unable to perform any of the provisions under 10.3.1 through 10.3.3 within the specified time on its own or
through an Affiliate, Joint Venture or Sublicensee, and Licensee can demonstrate with supporting documentation its (or its Affiliate’s,
Joint Venture’s or Sublicensee’s) diligent efforts to meet such milestones, then The Regents agrees to extend such
milestone for one (1) year upon payment of an extension fee of [**].


 


10.5
If the Licensee is unable to perform any of the provisions under Paragraph 10.3 and cannot demonstrate its diligent efforts to
achieve such milestone, then The Regents has the right and option to either terminate this Agreement or reduce the exclusive license
granted to the Licensee to a nonexclusive license in accordance with Paragraph 10.6 below. This right, if exercised by The Regents,
supersedes the rights granted in Article 2 (Grant).


 


10.6
To exercise either the right to terminate this Agreement or to reduce the exclusive license granted to the Licensee to a non-exclusive
license for lack of diligence required in this Article 10 (Due Diligence), The Regents will give the Licensee written notice of
the deficiency. The Licensee thereafter has [**] days to cure the deficiency. If The Regents has not received written tangible
evidence satisfactory to The Regents that the deficiency has been cured by the end of the [**]-day period, then The Regents may,
at its option, terminate this Agreement immediately without the obligation to provide [**] days’ notice as set forth in
Article 14 (Termination by The Regents) or reduce the exclusive license granted to the Licensee to a non-exclusive license by
giving written notice to the Licensee.


 


11.
PROGRESS AND ROYALTY REPORTS


 


11.1
Beginning on March 31, 2009, and semi-annually thereafter, the Licensee will submit to The Regents a written progress report as
described in Paragraph 11.2 below covering the Licensee’s (and any Affiliates’, Joint Ventures’ or Sublicensee’s)
activities related to the development and testing of all Licensed Products and Licensed Services and related to the obtaining
of the governmental approvals necessary for marketing and the activities required and undertaken in order to meet the diligence
requirements set forth in Article 10 (Due Diligence). Progress reports are required for each Licensed Product and Licensed Service
until the first Sale or other exploitation of that Licensed Product or Licensed Service occurs in the United States and shall
be again required if Sales of such Licensed Product or Licensed Service are suspended or discontinued.


 




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11.2
Progress reports submitted under Paragraph 11.1 shall include, but are not limited to, a detailed summary of the following topics
so that The Regents will be able to determine the progress of the development of Licensed Products and Licensed Services and will
also be able to determine whether or not the Licensee has met its diligence obligations set forth in Article 10 (Due Diligence)
above:


 


11.2.1
[**];


 


11.2.2
[**];


 


11.2.3
[**];


 


11.2.4
[**]


 


11.2.5
[**];


 


11.2.6
[**]; and


 


11.2.7
[**].


 


11.3
If the Licensee fails to submit a timely progress report to The Regents, then The Regents will be entitled to terminate this Agreement.
If either party terminates this Agreement before any Licensed Products or Licensed Services are Sold or before this Agreement’s
expiration, then a final progress report covering the period prior to termination must be submitted within [**] days of termination
or expiration.


 




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11.4
The Licensee has a continuing responsibility to keep The Regents informed of the business entity status (small business entity
status or large business entity status as defined by the United States Patent and Trademark Office) of itself, any Affiliates,
Joint Ventures, or Sublicensees. The Licensee will notify The Regents of any change of its status or that of any Affiliate, Joint
Venture, or Sublicensee within thirty (30) days of the change in status.


 


11.5
The Licensee will report to The Regents [**].


 


11.6
Beginning with the earlier of (i) the first Sale or other exploitation of a Licensed Product or Licensed Service or (ii) the first
transaction that results in Sublicense Fees accruing to The Regents, the Licensee will make quarterly royalty and Sublicensee
Fee reports to The Regents on or before each February 28 (for the quarter ending December 31), May 31 (for the quarter ending
March 31), August 31 (for the quarter ending June 30) and November 30 (for the quarter ending September 30) of each year. Each
royalty and Sublicensee Fee report will cover Licensee’s most recently completed calendar quarter and will, at a minimum,
show:


 


	 	11.6.1	the
gross invoice prices and Net Sales of Licensed Products or Licensed Services Sold or otherwise exploited (itemizing the applicable
gross proceeds and any deductions therefrom), any Attributed Income (itemizing the applicable gross proceeds and any deductions
therefrom) and any Service Income (itemizing the applicable gross proceeds and any deductions therefrom) due to the Licensee;
	 	 	 
	 	11.6.2
    	the
    quantity of each type of Licensed Product and/or Licensed Service Sold or otherwise exploited;
	 	 	 
	 	11.6.3	the
country in which each Licensed Product and Licensed Service was made, used or Sold or otherwise exploited;
	 	 	 
	 	11.6.4
    	the
    Earned Royalties, in United States dollars, payable with respect to Net Sales and Service Income;
	 	 	 
	 	11.6.5	the
Sublicense Fees, in United States dollars, payable with respect to Attributed Income;
	 	 	 
	 	11.6.6	the
method used to calculate the Earned Royalty, specifying all deductions taken and the dollar amount of each such deduction;
	 	 	 
	 	11.6.7
    	the
    exchange rates used, if any;


 




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	 	11.6.8
    	the
    amount of the cash and the amount of the cash equivalent of any non-cash consideration including the method used to calculate
    the non-cash consideration;
	 	 	 
	 	11.6.9	for
each Licensed Product and each Licensed Service, the specific Patent Rights identified by UC Case Number exercised by the Licensee
or any Affiliate, Joint Venture or Sublicensee, or in the course of making, using, selling, offering for Sale or importing such
Licensed Product and/or using, selling or offering for Sale such Licensed Service; and
	 	 	 
	 	11.6.10	any
other information reasonably necessary to confirm Licensee’s calculation of its financial obligations hereunder.


 


11.7
If no Sales of Licensed Products and Licensed Services have been made and no Licensed Products and Licensed Services have been
otherwise exploited and no Attributed Income is due to the Licensee during any reporting period, then a statement to this effect
must be provided by the Licensee in the immediately subsequent royalty and Sublicense Fee report.


 


12.
BOOKS AND RECORDS


 


12.1
The Licensee will keep accurate books and records showing all Licensed Product under development, manufactured, used, offered
for Sale, imported, Sold and or otherwise exploited; all Licensed Service Sold or otherwise provided; all Net Sales, all Attributed
Income, all Service Income and other amounts payable hereunder; and all sublicenses granted under the terms of this Agreement.
Such books and records will be preserved for at least five (5) years after the date of the payment to which they pertain and will
be open to examination by representatives or agents of The Regents at reasonable times to determine their accuracy and assess
the Licensee’s compliance with the terms of this Agreement.


 


12.2
The Regents shall pay the fees and expenses of such examination. If, however, an error in royalties of more than five percent
(5%) of the total royalties due for any year is discovered in any examination, then the Licensee shall bear the fees and expenses
of such examination and shall remit such underpayment to The Regents within thirty (30) days of the examination results.


 




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13.
LIFE OF THE AGREEMENT


 


13.1
Unless otherwise terminated by operation of law, Paragraph 13.2, or by acts of the parties in accordance with the terms of this
Agreement, this Agreement will remain in effect from the Effective Date until the expiration or abandonment of the last of the
Patent Rights licensed hereunder.


 


13.2
This Agreement will automatically terminate without the obligation to provide 60 days’ notice as set forth in Article 14
(Termination By The Regents) upon the filing of a petition for relief under the United States Bankruptcy Code by or against the
Licensee as a debtor or alleged debtor.


 


13.3
Any termination or expiration of this Agreement will not affect the rights and obligations set forth in the following Articles:


 


	 	Article
    1	Definitions
	 	Paragraph
    4.8	Late
    Payments
	 	Article
    5	License
    Issue Fee
	 	Article
    7	Payments
    on Sublicenses
	 	Paragraphs
    8.1 and 8.3	Earned
Royalties and Minimum Annual Royalties
	 	Article
    12	Books
    and Records
	 	Article
    13	Life
    of the Agreement
	 	Article
    16	Disposition
    of Licensed Products and Licensed Services on Hand Upon Termination or Expiration
	 	Article
    17	Use
    of Names and Trademarks
	 	Article
    18	Limited
    Warranty
	 	Article
    19	Limitation
    of Liability
	 	Paragraphs
    20.4 & 20.6	Patent
    Prosecution and Maintenance
	 	Article
    23	Indemnification
	 	Article
    24	Notices
	 	Article
    28	Governing
    Laws; Venue; Attorneys Fees
	 	Article
    31	Confidentiality


 


13.4
The termination or expiration of this Agreement will not relieve the Licensee of its obligation to pay any fees, royalties or
other payments owed to The Regents at the time of such termination or expiration and will not impair any accrued right of The
Regents, including the right to receive Earned Royalties in accordance with Articles 7 (Payments on Sublicenses), 8 (Earned Royalties
and Minimum Annual Royalties) and 16 (Disposition of Licensed Products and Licensed Services Upon Termination or Expiration).


 




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14.
TERMINATION BY THE REGENTS


 


If
the Licensee fails to perform or violates any term of this Agreement, then The Regents may give written notice of such default
(“Notice of Default”) to the Licensee. If the Licensee fails to repair such default within [**] days after the effective
date of such notice, then The Regents will have the right to immediately terminate this Agreement and its licenses by providing
a written notice of termination (“Notice of Termination”) to the Licensee.


 


15.
TERMINATION BY LICENSEE


 


The
Licensee has the right at any time to terminate this Agreement by providing a Notice of Termination to The Regents. Moreover,
the Licensee will be entitled to terminate the rights under Patent Rights on a country-by-country basis by giving notice in writing
to The Regents. Termination of this Agreement (but not termination of any patents or patent applications under Patent Rights,
which termination is subject to Paragraph 20.6) will be effective sixty (60) days from the effective date of such notice.


 


16.
DISPOSITION OF LICENSED PRODUCT AND LICENSED SERVICES UPON TERMINATION OR EXPIRATION


 


16.1
Upon termination (but not expiration) of this Agreement, within a period of [**] days after the date of termination, the Licensee
is entitled to (i) dispose of all previously made or partially made Licensed Product, but no more and (ii) provide previously
contracted-for Licensed Services, provided that the Sale or use of such Licensed Product and the provision of such Licensed Services
are subject to the terms of this Agreement, including, but not limited to, the rendering of reports and payment of Earned Royalties,
Sublicense Fees and any other payments therefor required under this Agreement. The Licensee will not otherwise make, use, Sell,
offer for Sale or import Licensed Products or Licensed Services, or practice the Licensed Method after the date of termination.


 


16.2
If applicable Patent Rights exist at the time of any making, Sale, offer for Sale, or import of a Licensed Product or the time
of any Sale, offer for Sale, or rendering of a Licensed Service, then Earned Royalties shall be paid at the times provided herein
and royalty reports shall be rendered in connection therewith, notwithstanding the absence of applicable Patent Rights with respect
to such Licensed Product or Licensed Service at any later time. Otherwise, no Earned Royalties shall be paid on the Sales of such
product or service. Any fees or other payments owed to The Regents at the time of expiration not based on the Sales of a Licensed
Product or Licensed Service will be paid to The Regents at the time such fee or other payment would have been due had this Agreement
not expired.


 




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17.
USE OF NAMES AND TRADEMARKS


 


Nothing
contained in this Agreement will be construed as conferring any right to either party to use in advertising, publicity or other
promotional activities any name, trade name, trademark or other designation of the other party (including a contraction, abbreviation
or simulation of any of the foregoing). Without the Licensee’s consent case-by-case, The Regents may list Licensee’s
name as a licensee of technology from The Regents without further identifying the technology. Unless required by law or unless
consented to in writing by Director, UCSF Office of Technology Management, the use by the Licensee of the name “The Regents
of the University of California” or the name of any campus of the University of California in advertising, publicity or
other promotional activities is expressly prohibited.


 


18.
LIMITED WARRANTY


 


18.1
The Regents warrants to the Licensee that it has the lawful right to grant this license.


 


18.2
Except as expressly set forth in this Agreement, this license and the associated Invention, Patent Rights, Licensed Products,
Licensed Services, Licensed Methods and any Biological Materials are provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED
REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES, LICENSED METHODS OR BIOLOGICAL
MATERIALS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS.


 




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18.3
This Agreement does not:


 


	 	18.3.1
    	express
    or imply a warranty or representation as to the validity, enforceability, or scope of any Patent Rights; or
	 	 	 
	 	18.3.2
    	express
    or imply a warranty or representation that anything made, used, Sold, offered for Sale or imported or otherwise exploited
    under any license granted in this Agreement is or will be free from infringement of patents, copyrights, or other rights of
    third parties; or
	 	 	 
	 	18.3.3	obligate
The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article
22 (Patent Infringement); or
	 	 	 
	 	18.3.4
    	confer
    by implication, estoppel or otherwise any license or rights under any patents or other rights of The Regents other than Patent
    Rights, regardless of whether such patents are dominant or subordinate to Patent Rights; or
	 	 	 
	 	18.3.5
    	obligate
    The Regents to furnish any New Developments, know-how, technology or information not provided in Patent Rights.


 


19.
LIMITATION OF LIABILITY


 


THE
REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES
FOR INTELLECTUAL PROPERTY INFRINGEMENT OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES SUFFERED
BY LICENSEE, SUBLICENSEES, JOINT VENTURES OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF
ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF THE REGENTS HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.


 




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20.
PATENT PROSECUTION AND MAINTENANCE


 


20.1
As long as the Licensee has paid Patent Prosecution Costs as provided for in this Article 20 (Patent Prosecution and Maintenance),
The Regents will diligently prosecute and maintain the United States and foreign patents comprising the Patent Rights using counsel
of its choice. The Regents’ counsel will take instructions only from The Regents. The Regents will provide the Licensee
with copies of all relevant documentation so that the Licensee will be informed of the continuing prosecution and may comment
upon such documentation sufficiently in advance of any initial deadline for filing a response, provided, however, that if the
Licensee has not commented upon such documentation in a reasonable time for The Regents to sufficiently consider the Licensee’s
comments prior to a deadline with the relevant government patent office, or The Regents must act to preserve the Patent Rights,
The Regents will be free to respond without consideration of the Licensee’s comments, if any. The Licensee agrees to keep
this documentation confidential as provided for in Article 31 (Confidentiality).


 


20.2
The Regents shall use reasonable efforts to amend any patent application to include claims reasonably requested by the Licensee
to protect the products and services contemplated to be Sold, or the Licensed Method to be practiced, under this Agreement.


 


20.3
The Licensee will apply for an extension of the term of any patent included within the Patent Rights if appropriate under the
Drug Price Competition and Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign counterparts of this
Law. The Licensee shall prepare all documents and The Regents agrees to execute the documents and to take additional action as
the Licensee reasonably requests in connection therewith. Licensee shall be liable for all costs relating to such application.


 


20.4
The Licensee will bear the costs of preparing, filing, prosecuting and maintaining all United States and foreign patent applications
contemplated by this Agreement (“Patent Prosecution Costs”). Patent Prosecution Costs billed by The Regents’
counsel will be rebilled to the Licensee and are due within thirty (30) days of rebilling by The Regents. These Patent Prosecution
Costs will include, without limitation, patent prosecution costs for the Invention incurred by The Regents prior to the execution
of this Agreement and any patent prosecution costs that may be incurred for patentability opinions, re-examination, re-issue,
interferences, oppositions or inventorship determinations. Any Patent costs incurred and not yet reimbursed by Licensee under
the Original Agreement and the 2012 Agreement are due within thirty (30) days of the original invoice.


 




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20.5
The Licensee may request that The Regents obtain patent protection on the Invention in foreign countries, if available and if
it so desires. The Licensee will notify The Regents of its decision to obtain or maintain foreign patents not less than ninety
(90) days prior to the deadline for any payment, filing or action to be taken in connection therewith. This notice concerning
foreign filing must be in writing, must identify the countries desired and must reaffirm the Licensee’s obligation to pay
the Patent Prosecution Costs thereof. The absence of such a notice from the Licensee to The Regents will be considered an election
not to obtain or maintain foreign Patent Rights.


 


20.6
The Licensee will be obligated to pay any Patent Prosecution Costs incurred during the [**] period after receipt by either party
of a Notice of Termination, even if the invoices for such Patent Prosecution Costs are received by the Licensee after the end
of the [**] period following receipt of a Notice of Termination. The Licensee may terminate its obligation to pay Patent Prosecution
Costs with respect to any given patent application or patent under Patent Rights in any or all designated countries upon three
(3)-months’ written notice to The Regents. The Regents may continue prosecution and/or maintenance of such application(s)
or patent(s) at its sole discretion and expense, provided, however, that the Licensee will have no further right or licenses thereunder.
Non-payment of Patent Prosecution Costs may be deemed by The Regents as an election by the Licensee not to maintain such application(s)
or patent(s).


 


20.7
The Regents may file, prosecute or maintain patent applications or patents at its own expense in any country in which the Licensee
has not elected to file, prosecute or maintain patent applications or patents in accordance with this Article 20 (Patent Prosecution
and Maintenance) and those applications, resultant patents and patents will not be subject to this Agreement.


 


21.
PATENT MARKING


 


The
Licensee will mark all Licensed Products made, used or Sold under the terms of this Agreement or their containers in accordance
with the applicable patent marking laws.


 




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22.
PATENT INFRINGEMENT


 


22.1
In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration
of this Agreement) or the Licensee learns of infringement of potential commercial significance of any patent licensed under this
Agreement, the knowledgeable party will provide the other (i) with written notice of such infringement and (ii) with any evidence
of such infringement available to it (the “Infringement Notice”). During the period in which, and in the jurisdiction
where, the Licensee has exclusive rights under this Agreement, neither The Regents nor the Licensee will notify a possible infringer
of infringement or put such infringer on notice of the existence of any Patent Rights without first obtaining consent of the other.
If the Licensee puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without
first obtaining the written consent of The Regents and if a declaratory judgment action is filed by such infringer against The
Regents, then Licensee’s right to initiate a suit against such infringer for infringement under Paragraph 22.2 below will
terminate immediately without the obligation of The Regents to provide notice to the Licensee. Both The Regents and the Licensee
will use their diligent efforts to cooperate with each other to terminate such infringement without litigation.


 


22.2
If infringing activity of potential commercial significance by the infringer has not been abated within [**] days following the
date the Infringement Notice takes effect, then the Licensee may institute suit for patent infringement against the infringer.
The Regents may join such suit at its own expense, but may not otherwise commence suit against the infringer for the acts of infringement
that are the subject of the Licensee’s suit or any judgment rendered in that suit. The Licensee may not join The Regents
as a party in a suit initiated by the Licensee without The Regents’ prior written consent. If The Regents joins any suit
at the request of the Licensee, then the Licensee will pay any costs incurred by The Regents arising out of such suit, including
but not limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit.


 


22.3
If, within a [**] days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance
by the infringer has not been abated and if the Licensee has not brought suit against the infringer, then The Regents may institute
suit for patent infringement against the infringer. If The Regents institutes such suit, then the Licensee may not join such suit
without The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that
are the subject of The Regents’ suit or any judgment rendered in that suit.


 




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22.4
Notwithstanding anything to the contrary in this Agreement, in the event that the infringement or potential infringement pertains
to an issued patent included within the Patent Rights and written notice is given under the Drug Price Competition and Patent
Term Restoration Act of 1984 (and/or foreign counterparts of this Law), then the party in receipt of such notice under the Act
(in the case of The Regents to the extent of the actual knowledge of the licensing officer responsible for the administration
of this Agreement) shall provide the Infringement Notice to the other party promptly. If the time period is such that the Licensee
will lose the right to pursue legal remedy for infringement by not notifying a third party or by not filing suit, the notification
period and the time period to file suit will be accelerated to within [**] days of the date of such notice under the Act to either
party.


 


22.5
Any recovery or settlement received in connection with any suit will first be shared by The Regents and the Licensee equally to
cover any litigation costs each incurred and next shall be paid to The Regents or the Licensee to cover any litigation costs it
incurred in excess of the litigation costs of the other. In any suit initiated by the Licensee, any recovery in excess of litigation
costs will be shared between Licensee and The Regents as follows: (a) for any recovery other than amounts paid for willful infringement:
(i) The Regents will receive [**] of the recovery if The Regents was not a party in the litigation and did not incur any litigation
costs, (ii) The Regents will receive [**] of the recovery if The Regents was a party in the litigation whether joined as a party
under the provisions of Paragraph 22.2 or otherwise, but The Regents did not incur any litigation costs, and (iii) The Regents
will receive [**] of the recovery if The Regents incurred any litigation costs in connection with the litigation; and (b) for
any recovery for willful infringement, The Regents will receive [**] of the recovery. In any suit initiated by The Regents, any
recovery in excess of litigation costs will belong to The Regents. The Regents and the Licensee agree to be bound by all determinations
of patent infringement, validity and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought
in compliance with this Article 22 (Patent Infringement).


 


22.6
Any agreement made by the Licensee for purposes of settling litigation or other dispute shall comply with the requirements of
Article 3 (Sublicenses) of this Agreement.


 


22.7
Each party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party who initiated
the suit (unless such suit is being jointly prosecuted by the parties).


 




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22.8
Any litigation proceedings will be controlled by the party bringing the suit, except that The Regents may be represented by counsel
of its choice in any suit brought by the Licensee.


 


23.
INDEMNIFICATION


 


23.1
The Licensee will, and will require its Sublicensees to, indemnify, hold harmless and defend The Regents, the sponsors of the
research that led to the Invention, and the inventors of any invention claimed in patents or patent applications under Patent
Rights (including the Licensed Products, Licensed Services and Licensed Methods contemplated thereunder) and their employers,
and the officers, employees and agents of any of the foregoing, against any and all claims, suits, losses, damage, costs, fees
and expenses resulting from, or arising out of, the exercise of this license or any sublicense. This indemnification will include,
but not be limited to, any product liability. Licensee may not use Licensed Products in humans. If The Regents, in its
sole discretion, believes that there will be a conflict of interest or it will not otherwise be adequately represented by counsel
chosen by the Licensee to defend The Regents in accordance with this Paragraph 23.1, then The Regents may retain counsel of its
choice to represent it and the Licensee will pay all expenses for such representation.


 


23.2
The Licensee, at its sole cost and expense, will insure its activities in connection with any work performed hereunder and will
obtain, keep in force, and maintain the following insurance:


 


	 	23.2.1	Commercial Form General Liability Insurance (contractual
liability included) with limits as follows:


 


	Each Occurrence	 	$		[**],000
	Products/Completed Operations Aggregate	 	$		[**],000
	Personal and Advertising Injury	 	$		[**],000
	General Aggregate (commercial form only)	 	$		[**],000



 


If
the above insurance is written on a claims-made form, it shall continue for [**] years following termination or expiration of
this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the Effective Date of this
Agreement; and


 


	 	23.2.2
    	Worker’s
    Compensation as legally required in the jurisdiction in which the Licensee is doing business.


 




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23.3
The coverage and limits referred to in Paragraph 23.2.1 and 23.2.2 above will not in any way limit the liability of the Licensee
under this Article 23 (Indemnification). Upon the execution of this Agreement, the Licensee will furnish The Regents with certificates
of insurance evidencing compliance with all requirements. Such certificates will:


 


	 	-	Provide
    for thirty (30) days’ (ten (10) days for non-payment of premium) advance written notice to The Regents of any cancellation
    of insurance coverage; the Licensee will promptly notify The Regents of any material modification of the insurance coverage;
	 	-	Indicate
    that The Regents has been endorsed as an additional insured under the coverage described above in Paragraph 23.2.1; and
	 	-	Include
    a provision that the coverage will be primary and will not participate with, nor will be excess over, any valid and collectable
    insurance or program of self-insurance maintained by The Regents.


 


23.4
The Regents will promptly notify the Licensee in writing of any claim or suit brought against The Regents for which The Regents
intends to invoke the provisions of this Article 23 (Indemnification). The Licensee will keep The Regents informed of its defense
of any claims pursuant to this Article 23 (Indemnification).


 


24.
NOTICES


 


24.1
Any notice or payment required to be given to either party under this Agreement will be in writing and will be deemed to have
been properly given and to be effective as of the date specified below if delivered to the respective address given below or to
another address as designated by written notice given to the other party:


 


	 	24.1.1	on
the date of delivery if delivered in person;
	 	 	 
	 	24.1.2
    	on
    the date of mailing if mailed by first-class certified mail, postage paid; or 
	 	 	 
	 	24.1.3
    	on
    the date of mailing if mailed by any global express carrier service that requires the recipient to sign the documents demonstrating
    the delivery of such notice or payment.


 


	In
    the case of Licensee:	Razor
    Genomics, Inc.
	 	[**]
	 	Attention:
    Michael Mann, CEO


 




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	In
    the case of The Regents:	Office
    of Technology Management
	 	University
    of California San Francisco
	 	600
    16th Street, Suite S-272
	 	San
    Francisco, CA 94158
	 	Attention:
    Director
	 	RE:	UCSF
    Case Nos. 2002-023, SF2006-090, SF2007-086, SF2008-010, & SF2011-157


 


	For
    payments to The Regents:	Office
    of Technology Transfer
	 	Attn.:
    Accounts Receivable 
	 	University
    of California
	 	Office
    of the President
	 	1111 Franklin Street, 5th Floor

                                                                     Oakland, CA 94607-5200

	 	RE:	UCSF
    Case Nos. SF2002-023, SF2006-090, SF2007-086, SF2008-010, & SF2011-157


 


25.
ASSIGNABILITY


 


This
Agreement is personal to the Licensee. The Licensee may not assign or transfer this Agreement, including by merger, operation
of law, or otherwise, without The Regents’ prior written consent, except that such consent will not be required in the case
of assignment or transfer to a party that succeeds to all or substantially all of Licensee’s business or assets relating
to this Agreement, whether by sale, merger, operation of law or otherwise, provided that a) such assignee or transferee promptly
agrees to be bound by the terms and conditions of this Agreement and signs The Regents’ standard substitution of party letter
(the form of which is attached hereto as Appendix A), b) Licensee gives The Regents a fifteen (15) day notice of assignment, and
c) upon payment by Licensee to The Regents of a [**] assignment fee. Any attempted assignment by the Licensee in violation of
this Article 25 (Assignment) will be null and void. This Agreement is binding upon and will inure to the benefit of The Regents,
its successors and assigns.


 




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26.
WAIVER


 


No
waiver by either party of any breach or default of any of the agreements contained herein will be deemed a waiver as to any subsequent
and/or similar breach or default. No waiver will be valid or binding upon the parties unless made in writing and signed by a duly
authorized officer of each party.


 


27.
FORCE MAJEURE


 


27.1
Except for the Licensee’s obligation to make any payments to The Regents hereunder, the parties shall not be responsible
for any failure to perform due to the occurrence of any events beyond their reasonable control which render their performance
impossible or onerous, including, but not limited to: accidents (environmental, toxic spill, etc.); acts of God; biological or
nuclear incidents; casualties; earthquakes; fires; floods; governmental acts; orders or restrictions; inability to obtain suitable
and sufficient labor, transportation, fuel and materials; local, national or state emergency; power failure and power outages;
acts of terrorism; strike; and war.


 


27.2
Either party to this Agreement, however, will have the right to terminate this Agreement upon thirty (30) days’ prior written
notice if either party is unable to fulfill its obligations under this Agreement due to any of the causes specified in Paragraph
27.1 for a period of one (1) year.


 


28.
GOVERNING LAWS; VENUE; ATTORNEYS’ FEES


 


28.1
THIS AGREEMENT WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, excluding any choice
of law rules that would direct the application of the laws of another jurisdiction and without regard to which party drafted particular
provisions of this Agreement, but the scope and validity of any patent or patent application will be governed by the applicable
laws of the country of such patent or patent application.


 


28.2
Any legal action brought by the parties hereto relating to this Agreement will be conducted in San Francisco, California.


 




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28.3
The prevailing party in any suit related to this Agreement will be entitled to recover its reasonable attorneys’ fees in
addition to its costs and necessary disbursements.


 


29.
GOVERNMENT APPROVAL OR REGISTRATION


 


If
this Agreement or any associated transaction is required by the law of any nation to be either approved or registered with any
governmental agency, the Licensee will assume all legal obligations to do so. The Licensee will notify The Regents if it becomes
aware that this Agreement is subject to a United States or foreign government reporting or approval requirement. The Licensee
will make all necessary filings and pay all costs including fees, penalties and all other out-of-pocket costs associated with
such reporting or approval process.


 


30.
COMPLIANCE WITH LAWS


 


The
Licensee shall comply with all applicable international, national, state, regional and local laws and regulations in performing
its obligations hereunder and in its use, manufacture, Sale or import of the Licensed Products, Licensed Services or practice
of the Licensed Method. The Licensee will observe all applicable United States and foreign laws with respect to the transfer of
Licensed Products and related technical data and the provision of Licensed Services to foreign countries, including, without limitation,
the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations. The Licensee shall manufacture
Licensed Products and practice the Licensed Method in compliance with applicable government importation laws and regulations of
a particular country for Licensed Products made outside the particular country in which such Licensed Products are used, Sold
or otherwise exploited.


 


31.
CONFIDENTIALITY


 


31.1
The Licensee and The Regents will treat and maintain the other party’s proprietary business, patent prosecution, software,
engineering drawings, process and technical information and other proprietary information, including the negotiated terms of this
Agreement and any progress reports and royalty reports and any sublicense agreement issued pursuant to this Agreement (“Proprietary
Information”) in confidence using at least the same degree of care as the receiving party uses to protect its own proprietary
information of a like nature from the date of disclosure until five (5) years after the termination or expiration of this Agreement.


 




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31.2
The Licensee and The Regents may use and disclose Proprietary Information to their employees, agents, consultants, contractors
and, in the case of the Licensee, its Sublicensees, provided that such parties are bound by a like duty of confidentiality as
that found in this Article 31 (Confidentiality). Notwithstanding anything to the contrary contained in this Agreement, The Regents
may release this Agreement or any sublicense, including any terms thereof, and information regarding royalty payments or other
income received in connection with this Agreement to the inventors, senior administrative officials employed by The Regents and
individual Regents upon their request. If such release is made, The Regents will request that such terms be kept in confidence
in accordance with the provisions of this Article 31 (Confidentiality). In addition, notwithstanding anything to the contrary
in this Agreement, if a third party inquires whether a license to Patent Rights is available, then The Regents may disclose the
existence of this Agreement and the extent of the grant in Articles 2 (Grant) and 3 (Sublicenses) and related definitions to such
third party, but will not disclose the name of the Licensee unless Licensee has already made such disclosure publicly.


 


31.3
All written Proprietary Information will be labeled or marked confidential or proprietary. If the Proprietary Information is orally
disclosed, it will be reduced to writing or some other physically tangible form, marked and labeled as confidential or proprietary
by the disclosing party and delivered to the receiving party within thirty (30) days after the oral disclosure.


 


31.4
Nothing contained herein will restrict or impair, in any way, the right of the Licensee or The Regents to use or disclose any
Proprietary Information:


 


	 	31.4.1	that
recipient can demonstrate by written records was previously known to it prior to its disclosure by the disclosing party;
	 	 	 
	 	31.4.2
    	that
    recipient can demonstrate by written records is now, or becomes in the future, public knowledge other than through acts or
    omissions of recipient;
	 	 	 
	 	31.4.3
    	that
    recipient can demonstrate by written records was obtained lawfully and without restrictions on the recipient from sources
    independent of the disclosing party; and


 




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	 	31.4.4	that
The Regents is required to disclose pursuant to the California Public Records Act or other applicable law.


 


The
Licensee or The Regents also may disclose Proprietary Information that is required to be disclosed (i) to a governmental entity
or agency in connection with seeking any governmental or regulatory approval, governmental audit, or other governmental contractual
requirement or (ii) by law, provided that the recipient uses reasonable efforts to give the party owning the Proprietary Information
sufficient notice of such required disclosure to allow the party owning the Proprietary Information reasonable opportunity to
object to, and to take legal action to prevent, such disclosure.


 


31.5
Upon termination of this Agreement, the Licensee and The Regents will destroy or return any of the disclosing party’s Proprietary
Information in its possession within fifteen (15) days following the termination of this Agreement. The Licensee and The Regents
will provide each other, within thirty (30) days following termination, with written notice that such Proprietary Information
has been returned or destroyed. Each party may, however, retain one copy of such Proprietary Information for archival purposes
in non-working files.


 


32.
MISCELLANEOUS


 


32.1
The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement.


 


32.2
This Agreement is not binding on the parties until it has been signed below on behalf of each party. It is then effective as of
the Effective Date.


 


32.3
No amendment or modification of this Agreement is valid or binding on the parties unless made in writing and signed on behalf
of each party.


 


32.4
This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations or
understandings, either oral or written, between the parties relating to the subject matter hereof.


 


32.5
The 2012 Agreement (UC Control No. 2012-03-0053) with an effective date of March 12, 2012, is hereby terminated.


 


32.6
In case any of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability will not affect any
other provisions of this Agreement and this Agreement will be construed as if such invalid, illegal or unenforceable provisions
had never been contained in it.


 




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32.7
This Agreement includes the attached Appendix A.


 


32.8
No provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than The
Regents and the Licensee any rights, remedies or other benefits under, or by reason of, this Agreement.


 


32.9
In performing their respective duties under this Agreement, each of the parties will be operating as an independent contractor.
Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto,
or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the power
to bind the other party or incur obligations on the other party’s behalf without the other party’s prior written consent.


 


IN
WITNESS WHEREOF, both The Regents and the Licensee have executed this Agreement, in duplicate originals, by their respective and
duly authorized officers on the day and year written.


 


	RAZOR
    GENOMICS, INC. 	 	THE REGENTS OF THE

                                                                     UNIVERSITY OF CALIFORNIA

	 	 	 	 	 
	By:	/s/
    Michael Mann	 	By:
    	/s/
    Sunita Rajder
	Name:
    	Michael
    Mann	 	Name:	Sunita
    Rajder
	Title:
    	President
    and CEO	 	Title:	Senior
    Associate Director
	 	 	 	USF
    Office of Technology Management
	 	 	 	 	 
	Date:
    	2/15/2018	 	Date:
    	2/20/2018
	 	 	 	 	 
	 	 	 	Approved
    as to legal form
	 	 	 	 
	 	 	 	/s/
    Rita Hao      2-15-2018
	 	 	 	Rita
    Hao          Date
	 	 	 	Senior
    Counsel
	 	 	 	Office
    of the General Counsel


 




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APPENDIX
A: CONSENT TO SUBSTITUTION OF PARTY


 


UCSF
Case Nos. SF2002-023, SF2006-090, SF2007-086, SF2008-010, & SF2011-157


 


This
substitution of parties (“Agreement”) is effective this        day of          , 20__,
among The Regents of the University of California (“The Regents”), a California corporation, having its statewide
administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 and acting through its Office of
Technology Management, University of California San Francisco (“UCSF”), 3333 California Street, Suite S-11, San
Francisco, California 94143; Razor Genomics, Inc. (“Razor”), a Delaware corporation, having a principal place of
business 27709 Via Cerro Gordo, Los Altos Hills, California 94022; and [new licensee name] [(“YYY”)]
a_______________ corporation, having a principal place of business at                   .


 


BACKGROUND


 


A.
The Regents and Razor entered into a License Agreement effective_____________ (UC Control No. __-__-_____ ), entitled
____________(“License Agreement”), wherein Razor was granted certain rights.


 


B.
Razor desires that [YYY] be substituted as Licensee (defined in the License Agreement) in place of Razor, and The Regents is agreeable
to such substitution.


 


.
[YYY] has read the License Agreement and agrees to abide by its terms and conditions.


 


The
parties agree as follows:


 


1.
[YYY] assumes all liability and obligations under the License Agreement and is bound by all its terms in all respects as if it
were the original Licensee of the License Agreement in place of Razor.


 


2.
[YYY] is substituted for Razor, provided that [YYY] assumes all liability and obligations under the License Agreement as if [YYY]
were the original party named as Licensee as of the effective date of the License Agreement.





 




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3.
The Regents releases Razor from all liability and obligations under the License Agreement arising before or after the effective
date of this Agreement.


 


The
parties have executed this Agreement in triplicate originals by their respective authorized officers on the following day and
year.


 



	RAZOR GENOMICS, INC.	 	THE REGENTS OF THE
	 	 	UNIVERSITY OF CALIFORNIA
	 	 	 	 	 
	By: 	          	 	By:  	                   
	 	(Signature)	 	 	(Signature) 
	 	 	 	 	 
	Name:	 	 	Name: 	 
	 	(Please print)	 	 	(Please print) 
	 	 	 	 	 
	Title: 	 	 	Title:  	 
	 	 	 	 	 
	Date:	 	 	Date: 	 
	 	 	 	 	 
	[YYY] COMPANY	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	(Signature)	 	 	 
	 	 	 	 	 
	Name:	 	 	 	 
	 	(Please print)	 	 	 
	Title:	 	 	 	 
	 		 	 	 
	Date:	 	 	 	 


 




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