SPONSORED
      RESEARCH AGREEMENT

    


    This
      SPONSORED RESEARCH AGREEMENT (“Agreement”), is entered into effective January
      12, 2007, by and between ROSWELL
      PARK CANCER INSTITUTE CORPORATION
      (“Sponsor”), Elm & Carlton Streets, Buffalo, NY 14263 and CLEVELAND
      BIOLABS, INC. (“CBL”).

    


    WHEREAS,
      CBL
      is a
      biomedical research organization, engaged primarily in research and development
      of compounds, drugs, vaccines and other health care preventive and therapeutic
      materials relating to cancer and radiation biology; and

    


    WHEREAS,
      CBL
      employs researchers with training and expertise in these areas for the purpose
      of conducting research and studies in order to identify, discover and develop
      technologies and inventions and to enter into relationships with academic
      medical centers and cancer research facilities to conduct clinical research
      studies; and

    


    WHEREAS,
      Sponsor
      is a National Cancer Institute-designated Comprehensive Cancer Center, which
      sponsors and conducts clinical trials of investigational drugs, devices and
      processes relating to the treatment, diagnosis and prevention of cancer and
      related conditions, which clinical trials are submitted for approval to
      Sponsor’s Institutional Review Board (“IRB”) and are managed and administered by
      its Office of Clinical Research Services (“OCRS”); and

    


    WHEREAS,
      Sponsor
      is, and CBL is to be, located on the Buffalo Niagara Medical Campus, in Buffalo,
      New York, which provides excellent proximity to facilitate collaborations in
      each party’s principal areas of research; and 

    


    WHEREAS,
      Andrei
      Gudkov, Ph.D., the Chairman of Sponsor’s Department of Cell Stress Biology and
      Senior Vice President for Research Development, has played a primary role as
      an
      investigator on several of CBL’s most promising research projects in which
      Sponsor has a research interest; and

    


    WHEREAS,
      Sponsor
      and CBL anticipate entering into a separate agreement governing the licensing
      of
      certain technologies from Sponsor to CBL (the “License Agreement”); and


    


    WHEREAS,
      Sponsor
      and CBL believe there to be a unique synergy in their respective capabilities
      of
      developing and providing treatment to cancer patients using innovative
      biomedical approaches; and

    


    WHEREAS,
      Sponsor
      and CBL desire to enter into this Agreement to provide the terms and conditions
      upon which Sponsor will provide funding for CBL to conduct research studies
      for
      individual study projects of interest to Sponsor and to further collaborative
      research and educational opportunities with Sponsor’s faculty and staff.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Now,
      therefore, the parties agree as follows:
      

    


    1. Grant
      Funding.
      Sponsor
      shall provide a funding grant (the “Grant”) to CBL in the total amount of Three
      Million Dollars ($3,000,000.00) to be used by CBL as outlined in this Agreement
      and to support its overhead infrastructure relating to the activities outlined
      in this Agreement. Such Grant funds shall be distributed in accordance with
      the
      schedule attached as Exhibit 1. The Grant fund installment to be released April
      1, 2008 shall be released upon attainment of pre-agreed milestones showing
      progression of research, provided, however, the parties may agree upon
      alternative allocation of funds to other programs of CBL where research progress
      is more likely. CBL shall use Grant funds to pay for direct and indirect costs
      of the activities described below, including overhead necessary to support
      such
      activities and for general overhead of CBL meeting the requirement of
      reasonableness and business necessity: 

    


    a.
      to
      continue CBL’s primary research programs in cancer treatment, radiation biology
      and radiation injury protection, cancer prevention, development of treatment
      modalities and compounds and innovative therapeutic approaches to supportive
      care by tissue protective agents pioneered by CBL (“Research Activities”);


    b.
      to
      collaborate with Sponsor on research studies, programs and initiatives of mutual
      interest and to provide Sponsor with the right of first refusal to conduct
      studies and trials emanating from CBL’s Research Activities at Sponsor’s
      facility as the primary site, provided that Sponsor’s facilities are an
      appropriate location for such activities (“Collaborative Activities”);
      and

    c.
      to
      provide training and educational opportunities for students of Sponsor’s
      graduate education programs, as well as other science and translational research
      trainees both at CBL’s facility and Sponsor’s campus and to provide consulting
      services to Sponsor in connection with its small molecule drug screening,
      without charge (other than out-of-pocket costs incurred by CBL), upon reasonable
      request of Sponsor (“Educational and Consultative Services”).

    


    While
      the
      purpose of this Agreement, and Sponsor’s funding of CBL’s programs, is to
      encourage and to facilitate CBL’s Research Activities of interest to Sponsor, to
      enhance Collaborative Activities, and to promote Educational and Consultative
      Services for Sponsor’s faculty and staff members, the Parties acknowledge that,
      by entering into this Agreement, Sponsor is under no obligation to propose
      any
      studies to CBL and CBL is under no obligation to accept any studies proposed
      by
      Sponsor.

    


    2. Research
      Activities.
      CBL’s
      basic research shall be conducted in accordance with CBL’s policies and rules
      governing its research activities. Any studies or trials conducted by CBL with
      Grant funding pursuant to this Agreement shall be referred to hereafter as
      the
“Sponsored Studies”. CBL will disclose to Sponsor the specific details of each
      proposed Sponsored Study at least sixty (60) days before such study will
      commence. CBL shall review the details of the proposed study with Sponsor’s
      senior scientific leadership to determine appropriateness for utilization of
      Grant funding for such study, and shall notify CBL of any proposed modifications
      within thirty (30) days following disclosure by CBL of the details relating
      to
      the proposed study. CBL shall provide written research result reports and status
      updates to Sponsor on Research Activities funded by Grant funds under this
      Agreement, not less often than annually and upon any substantial modifications
      of any Sponsored Study, such reports to be subject to confidentiality
      requirements binding Sponsor’s personnel.

    


    
      
        
        

      

      
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    3. Collaborative
      Activities.
      CBL
      agrees that, subject to Section 12, for Collaborative Activities related to
      treatment of cancer patients, it will use commercially reasonable efforts to
      facilitate establishment of collaborative relationships for such research with
      Sponsor’s faculty, to the extent that such relationships are appropriate or
      suitable for collaboration with Sponsor. 

    


    With
      respect to any trials emanating from CBL’s Research Activities (regardless of
      whether such trials are “Sponsored Studies”, as that term is defined above), CBL
      shall provide Sponsor the right to be the primary site for such trial. CBL
      shall
      provide Sponsor with all requirements (including, without limitation, financial,
      timing, facilities, and regulatory requirements) appropriate and feasible to
      conduct such trial so that Sponsor can evaluate whether it will be appropriate
      and feasible to conduct each such study at Sponsor’s facility utilizing
      Sponsor’s faculty and clinical trial resources. Sponsor shall advise CBL within
      thirty (30) days as to whether it desires to have the trial conducted at its
      facility, and in those instances in which Sponsor so desires, it will identify
      the principal investigator (“Investigator”) from Sponsor’s faculty; who will
      confer with CBL to develop proposed trial objectives, activities, costs and
      timelines.  Studies
      and trials conducted at Sponsor’s facilities shall be considered “Collaborative
      Studies”. CBL
      and
      Sponsor shall jointly prepare budgets and protocols for Collaborative
      Studies. CBL
      shall
      allocate funds (Grant funds in the case of Sponsored Studies) to cover the
      parties’ expenses relating to Collaborative Studies in accordance with the
      jointly prepared budgets. The parties agree to negotiate the terms of
      Collaborative Studies in good faith and in accordance with the customs of the
      industry. Such terms shall describe the scope of work, delineation of
      responsibilities, funding, ownership of data, and rights relating to
      publications and intellectual property. If Sponsor is unable or declines to
      have
      a trial conducted at its facility, CBL may enter into agreements with
      third-parties to conduct the study on terms that are no more favorable to the
      third party than those offered to Sponsor. In the event that CBL seeks to pursue
      trials at several sites or locations, the foregoing shall not preclude CBL
      from
      contracting with other sites to conduct such trials. CBL’s obligation to offer
      Sponsor the right to conduct studies shall not apply to any studies that were
      initiated or developed by CBL prior to execution of this Agreement.

    


    With
      respect to any Collaborative Studies involving human or animal subjects, the
      parties agree to conduct such studies in compliance with any and all applicable
      federal, state, and local laws, regulations and guidelines, good clinical
      practices, and specifically in accordance with the applicable Statement of
      Investigator, U.S. Food and Drug Administration (FDA) Form 1572,
      as
      described in 21 C.F.R. 312.53, which Investigator will complete, sign, and
      deliver to Sponsor prior to the commencement of a study at CBL (unless the
      study
      is a non-U.S. or device-related study in which a Form 1572 is not required).
      A
      copy of each signed Investigator’s statement and any protocol amendments will be
      maintained in the files of each party. The scope and nature of any Collaborative
      Studies to be performed in which human subjects are involved (or may be
      involved), will be developed collaboratively by Sponsor and CBL. The protocol
      will detail the clinical research activities and responsibilities to be
      undertaken, pursued, and followed by CBL. The protocol will be considered final
      after it is signed by Sponsor, CBL and the Investigator and approved by the
      pertinent IRB and/or Ethics Committee (“EC”) (hereinafter, the “IRB/EC”).
      Thereafter, the protocol may be amended only by prior written consent of Sponsor
      and of CBL and subsequent approval by the pertinent IRB/EC or other governing
      regulatory authorities. 

    


    
      
        
        

      

      
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    4. Educational
      and Consultative Services.
      CBL
      will provide training and educational opportunities for students of Sponsor’s
      graduate education programs, as well as other science and translational research
      trainees both at CBL’s facility and Sponsor’s campus. CBL faculty will
      participate in Sponsor’s symposia, educational programs, science advisory and
      training committees, as reasonably requested and upon reasonable notice provided
      by Sponsor, with due respect for existing commitments and obligations of CBL’s
      personnel. CBL will also provide consulting service to Sponsor in connection
      with its small molecule drug screening, without charge (other than out-of-pocket
      expenses incurred by CBL), upon request of Sponsor.

    


    5. Role
      of Sponsor Personnel.
      The
      parties acknowledge that Andrei Gudkov, Ph.D. is the Chairman of Sponsor’s
      Department of Cell Stress Biology and Senior Vice President for Research
      Development, and is also a consultant and equity owner of CBL. Dr. Gudkov shall
      participate in research activities of CBL in his capacity as an officer and
      employee of CBL on his personal time and not on his employment time with
      Sponsor. Dr. Gudkov may participate in Collaborative Activities between Sponsor
      and CBL, and shall do so exclusively in his capacity as an employee and faculty
      member of Sponsor subject to the terms and conditions of the License Agreement
      and Section 16.

    


    6. Term.
      This
      Agreement shall be effective as of the date it is signed by both parties and
      shall continue for an initial period of five (5) years unless terminated in
      accordance with the provisions set forth in Paragraph 15 (Termination of
      Agreement). Renewal and extension of this Agreement may occur at any time with
      the written consent of both parties. 

    


    7. Confidential
      Information.
      

    


    Study
      data, reports and/or information directly arising from the Research Activities
      conducted by CBL, including any studies related thereto, will constitute
      Confidential Information and will not be provided by CBL to any parties not
      involved in the conduct of the study other than (a) Sponsor; (b) in confidence
      to the IRB/EC and SRC (Scientific Review Committee); (c) as permitted by
      Paragraph 8 (Publication) of this Agreement; (d) in the course of any study,
      as
      necessary, in Sponsor’s reasonable medical judgment for the care of any patient
      participating in the study; (e) as is necessary or appropriate to satisfy CBL’s
      reporting obligations pursuant to regulations promulgated by the Securities
      and
      Exchange Commission, any securities exchange or quotation service, or such
      other
      governmental or quasi-governmental authority to which CBL is subject; (f) as
      required by law pursuant to a court order, subpoena or similar document
      compelling disclosure or necessary for protection of the disclosing party’s
      interests against lawsuits, allegations of scientific misconduct, conflict
      of
      interest actions, patent infringement and interference proceedings and similar
      circumstances, provided prior notice of such compelled disclosure is given
      to
      the other party in sufficient time to permit such party to pursue a protective
      order. 

    


    
      
        
        

      

      
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    Except
      as
      otherwise permitted under this Agreement, each party agrees to maintain in
      confidence all of the Confidential Information and not disclose or disseminate
      it to any third party or use it for any purpose other than the performance
      of
      research activities and in furtherance of the purposes of this Agreement. Except
      as otherwise permitted under this Agreement, such Confidential Information
      shall
      be disclosed only on a need-to-know basis and only to a party’s employees and
      agents, to other required group members (e.g., Clinical and Scientific Protocol
      Review Committee, Data Safety Monitoring Boards, Legal Departments). The
      foregoing obligation of nondisclosure shall survive termination or expiration
      of
      this Agreement for a period of five (5) years. Confidential Information does
      not
      include information that:

    


    (a) is
      or
      becomes publicly available through no fault of the disclosing
      party;

     

    (b) is
      known
      to the disclosing party prior to disclosure hereunder, as shown by prior written
      records;

    


    (c) is
      necessary to obtain IRB/EC approval of a study or that must be included in
      any
      patient’s written informed consent form. 

    


    (d) can
      be
      documented to have been independently developed by the disclosing party by
      someone without access to Confidential Information and not involved in the
      study
      to which the Confidential Information relates and without use or reference
      to
      the Confidential Information; 

    


    
      (e) is
        published by the disclosing party or its employees in accordance with
        Paragraph 8 (Publication) herein; or

    

    


    (f) is
      required for purposes of securing patents or research grants, provided that
      the
      party seeking to secure a grant or patent provides the other party with thirty
      (30) days advance notice prior to disclosing information to secure such grant
      or
      patent.

    


    
      
        
        

      

      
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    8 Publication.
      CBL
      will retain ownership of data generated by its Research Activities and shall
      retain the right to determine whether to publish results of its Research
      Activities. Notwithstanding the foregoing, the parties agree that results of
      Sponsored Studies and Collaborative Studies are intended to be of publishable
      quality and Investigators employed by Sponsor or by CBL are permitted to present
      at symposia, national or regional professional meetings and to publish in
      journals, theses or dissertations, the methods and results of the research
      or
      the study in a manner coordinated by and among the contributing Investigators.
      CBL understands and agrees that participation in a study may involve a
      commitment to publish the data from the study in a collaborative publication
      with other Investigators prior to publication or public presentation of efficacy
      and safety results. Before either party makes any publication or other public
      disclosure of any technology or data developed in connection with the Sponsored
      Studies or Collaborative Studies, the party proposing such disclosure will
      send
      the other party a copy of the information to be disclosed, and will allow the
      other party sixty (60) days from receiving it to determine whether the
      information to be disclosed contains subject matter for which patent protection
      should be sought before disclosure, or otherwise contains Confidential
      Information of the reviewing party. The party proposing disclosure will be
      free
      to proceed with the disclosure unless before the expiration of such sixty (60)
      day period, the reviewing party notifies the party proposing disclosure that
      the
      disclosure contains (1) subject matter for which patent protection should be
      sought and/or (2) Confidential Information of the reviewing party, and the
      party
      proposing publication will then delay public disclosure of the information
      of an
      additional period to be mutually agreed upon to permit the preparation and
      filing of a patent application on the subject matter to be disclosed or for
      the
      parties to determine a mutually acceptable modification to the publication
      to
      protect adequately the Confidential Information of the reviewing party. The
      party proposing disclosure will afterwards be free to publish or disclose the
      information. The determination of authorship for any paper will be in accordance
      with accepted scientific practice. At least one reprint of each published paper
      should be submitted to the Sponsor.
      CBL will
      not enter into any arrangements with third-parties that permit the third party
      to edit, modify, or delay any publication covered by this provision or restrict
      the publication rights set forth in this Agreement without the prior written
      consent of Sponsor.
      CBL
      shall
      ensure that anyone listed on a research paper should accept full responsibility
      for ensuring that he/she is familiar with the contents of the paper and can
      identify his/her contribution to it. The contribution of formal collaborators
      and all other others who directly assist or indirectly support the Research
      should be properly acknowledged.  Sponsor
      should be notified in advance when study results might be published, publicized
      or disseminated.

     

    9. Location
      of CBL Business. As
      further consideration for the grant funding provided hereunder by Sponsor,
      CBL
      agrees that it will locate its headquarters and research facilities at the
      Buffalo Niagara Medical Campus, specifically at 73 High Street, Buffalo, NY,
      and
      that it shall, during the term of this Agreement, maintain a majority of its
      research and in-house commercial activities within the Western New York region.
      Additionally, during the term of this Agreement, CBL will use commercially
      reasonable efforts to maintain a majority of the commercial activity that it
      contracts to third-parties within the Western New York region. The purpose
      of
      this representation is to maximize opportunities for collaborative research
      and
      discovery between Sponsor and CBL, and also to enhance job creation activities
      in Western New York in recognition of the role played by the New York State
      Government in facilitating this Agreement.

    


    
      
        
        

      

      
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    During
      the period of time in which CBL’s activities are located at the Buffalo Niagara
      Medical Campus CBL shall have access to Sponsor’s core laboratory resource
      facilities at Sponsor’s standard fee schedule.

    


    10. Independent
      Contractors.
      CBL
      shall act as an independent contractor of Sponsor and shall not be construed
      for
      any purpose as the partner, agent, employee, servant, or representative of
      Sponsor. Sponsor is not responsible for any employee benefits, pensions,
      workers’ compensation, withholding, or employment related taxes as to CBL. CBL
      shall not enter into any contract or agreement with a third party that purports
      to obligate or bind Sponsor, and Sponsor shall not enter into any contract
      or
      agreement with a third party that purports to obligate or bind CBL.

    


    11. Third
      Party Beneficiaries.
      No
      party, other than Sponsor and CBL shall be entitled to any rights whatsoever
      by
      virtue of the relationships created by or arising under this Agreement,
      including, without limitation, rights as a third party beneficiary.

    


    12. Pre-Existing
      Obligations.
      Sponsor
      acknowledges the existence of a license between CBL and the Cleveland Clinic
      Foundation dated July 1, 2004, relating to technology developed by CBL (the
“CCF
      License”). Sponsor acknowledges and agrees that the terms of this Agreement
      shall not require CBL to take any action or to refrain from taking any action
      that would constitute a breach of the CCF License. Sponsor further acknowledges
      and agrees that Sponsor shall have no right or title to, or interest in, any
      development or research that is directly subject to the CCF
      License.

    


    13. Debarred
      Status.
      CBL
      certifies by signing this Agreement that neither it nor its principals is
      presently barred, suspended, proposed for debarment, declared ineligible, or
      voluntarily excluded from participation in this transaction by any Federal
      department or agency. In the future, should CBL or any of its principals be
      barred, suspended, proposed for debarment, declared ineligible, or voluntarily
      excluded from participation, CBL will promptly notify Sponsor.

     

    14. Accounting
      for Utilization of Funding. CBL
      agrees to record and document all expenditures made utilizing Grant funding
      provided by Sponsor under this Agreement, in order to permit an accurate
      accounting of such expenditures should an accounting be undertaken by Sponsor
      as
      provided below. Further, within sixty (60) days after the end of each of its
      fiscal years during the term of this Agreement, CBL shall provide a written
      accounting to Sponsor documenting each expenditure in excess of $10,000.00
      of
      Grant funds provided by Sponsor under this Agreement. Sponsor shall have the
      right, exercisable not more often than twice each calendar year, to audit the
      books and records of CBL and to specifically audit those records of CBL relating
      to receipt and expenditure of funding provided under this Agreement. The purpose
      of such audit is to verify that CBL has spent or otherwise applied such funding
      in compliance with the terms of this Agreement. Such audit shall be at Sponsor’s
      sole cost, and shall be undertaken upon reasonable prior written notice to
      CBL
      and in a manner so as to minimize disruption of CBL’s business activities. CBL
      agrees to provide full cooperation to Sponsor’s auditors acting under this
      Agreement. In the event such audit discloses a substantial failure on the part
      of CBL to make expenditure of grant funds in compliance with this Agreement,
      in
      addition to remedies for breach of this Agreement provided under law and in
      this
      Agreement, Sponsor shall have the right to be reimbursed by CBL for the cost
      of
      the audit disclosing such failure. For purposes hereof, a substantial failure
      shall mean a failure or series of related failures involving greater than ten
      (10%) percent of the funds expended during the year being audited.

    


    
      
        
        

      

      
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    15 Termination
      of Agreement.
      This
      Agreement is subject to termination prior to its expiration in the event any
      of
      the following occurs:

    


    
      	(a)  	
              In
                the event of a breach by a party of a material provision of this
                Agreement, which breach is not corrected within twenty (20) days
                of
                written notice of such breach given by the non-breaching party, the
                non-breaching party may then elect to terminate the
                Agreement;

            


    

    
      	(b)  	
              In
                the event of the bankruptcy or declared insolvency of a party to
                the
                Agreement, the other party may declare the Agreement
                terminated;

            


    

    
      	(c)  	
              Automatically,
                if a party becomes debarred by the United States Government from
                participating in Federal granting programs;
                or

            


    

    
      	(d)  	
              Upon
                mutual agreement of the parties to terminate the
                Agreement.

            


    

    


    In
      the
      event this Agreement due to a default by CBL in its material obligations or
      in
      the event CBL becomes debarred resulting in termination as in Section 15 (c),
      CBL shall repay to Sponsor all of the Grant funds paid to CBL pursuant to this
      Agreement, such repayment to be made in full within thirty (30) days of CBL’s
      receipt of a written demand for repayment from Sponsor. In addition, Sponsor
      shall retain any and all other rights and remedies it may have under law or
      equity for damages or other recourse against CBL for breach of this
      Agreement.

    


    16 Patent
      Rights and Inventions. 

    


    (a) It
      is
      recognized and understood that certain existing inventions and technologies
      are
      the separate property of Sponsor or CBL and are not affected by this Agreement,
      and neither party shall have any claims to or rights in such separate inventions
      and technologies including, without limitation, inventions and technologies
      derived from the CCF License. Any new invention, development, or discovery
      under
      this Agreement (“Invention”) resulting from Collaborative Activities and
      Educational and Consultative Services shall be promptly disclosed in writing
      to
      both CBL and Sponsor. Inventorship of any such Invention shall be determined
      in
      accordance with patent law, or by mutual agreement based upon the relative
      contributions of the parties if the Invention is not patentable. Title to
      Inventions shall reside with Sponsor if Sponsor personnel are the sole
      inventors, with CBL if CBL personnel are the sole inventors (“Sponsor
      Inventions”), and will be held jointly if both CBL and Sponsor personnel are
      inventors (“Joint Inventions”). Protection of proprietary rights through patent
      or other processes, and promotion of commercialization of jointly owned
      discoveries and inventions shall be as mutually agreed by the parties.


    


    
      
        
        

      

      
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    (b) CBL
      shall
      have the option to license, on an exclusive basis, the right to develop for
      commercial purposes any Sponsor Inventions and Sponsor’s interests in any Joint
      Inventions by notifying Sponsor within sixty (60) days after receiving the
      written disclosure of Invention set forth in Section 16(a). Such licenses will
      be negotiated by the parties on commercially reasonable terms. Sponsor shall
      retain the right to use the Sponsor Inventions and its interests in any Joint
      Inventions for academic or research purposes only. 

    


    17 Indemnification.
      The
      parties agree as follows:

    


    (a) Each
      party shall indemnify, defend and hold harmless the other party, including
      such
      party’s directors, officers, medical and professional staff, employees (the
“Indemnitees”), against any liability, damage, loss or expense (including
      reasonable attorney's fees and expenses of litigation) incurred by or imposed
      upon the Indemnitees or any one of them in connection with any claims, suits,
      actions, demands or judgments arising out of the negligent acts or misconduct
      of
      the party providing such indemnification.

    


    (b) The
      indemnification under (a) above shall not apply to any liability, damage, loss
      or expense to the extent that it is directly attributable to the negligent
      activities, reckless misconduct or intentional misconduct of the
      Indemnitees.

    


    (c) Indemnification
      under this provision is limited to the extent permitted by law.

    


    (d) A
      party
      seeking indemnification under this section shall, as a condition of receiving
      such indemnity, promptly notify the party from whom indemnification is sought
      as
      to any such claim, suit or action and will cooperate in the defense of such
      claim, suit or action. 

    


    (h) The
      provisions regarding indemnification shall survive the termination of this
      Agreement for a period of five (5) years.

    


    18. Complete
      Agreement, Amendment.
      The
      parties agree that this Agreement together with the License Agreement
      constitutes the sole, full, and complete agreement by and between the parties
      and supersedes all other written and oral agreements and representations between
      the parties with respect to the subject matter hereof. No amendments, changes,
      additions, deletions, or modifications to or of this Agreement or any research
      project plan shall be valid unless reduced to writing and signed by the parties.
      Any requests for changes or amendments or other notices or communications
      concerning this Agreement should be in writing or shall be deemed to have been
      given when mailed by U.S. Mail postage prepaid or bonded courier and forwarded
      to the following:

    


    
      
        
        

      

      
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                  To
                    CBL:

                	
                  President
                    and Chief Executive Officer

                
	 	
                  Cleveland
                    BioLabs, Inc.

                
	 	
                  11000
                    Cedar Avenue, Suite 290

                
	 	
                  Cleveland,
                    Ohio 44106

                
	 	 
	
                  To
                    Sponsor:

                	
                  President
                    and Chief Executive Officer

                
	 	
                  Roswell
                    Park Cancer Institute

                
	 	
                  Elm
                    & Carlton Streets

                
	 	
                  Buffalo,
                    New York 14263 

                
	 	 
	 	
                  With
                    copy to:

                
	 	 
	 	
                  General
                    Counsel

                
	 	
                  Roswell
                    Park Cancer Institute

                
	 	
                  Elm
                    & Carlton Streets

                
	 	
                  Buffalo,
                    New York 14263

                


        

         

      

    

    19 Binding
      Effect.
      This
      Agreement shall be binding upon the parties, their successors, and assigns.
      

    


    20 Waiver
      and Severability.
      Failure
      to insist upon compliance with any of the terms and conditions of this Agreement
      shall not constitute a general waiver or relinquishment of any such terms or
      conditions, and the same shall remain at all times in full force and effect.
      If
      any part of this Agreement is held unenforceable by a court of competent
      jurisdiction, such unenforceable provision shall be reformed and enforced to
      the
      extent such court determines permissible, and the remaining portions of the
      Agreement will nevertheless remain in full force and effect.

    


    21. Assignment.
      Neither
      party shall assign or transfer any of its rights or obligations under this
      Agreement hereto without the written consent of the other, which consent will
      not unreasonably be withheld, except that either party may assign its rights
      and
      delegate its obligations to an entity that it controls, is controlled by, or
      under common control with. For purposes of this Agreement, “control” shall mean
      the power to control the management or policies of an entity whether by
      ownership, contract or otherwise. 

    


    22 Miscellaneous
      Terms.
      CBL
      hereby represents, warrants and agrees as follows: 

    


    (a) CBL
      shall, at its sole cost and expense procure and maintain comprehensive general
      liability insurance in amounts not less than one million dollars ($1,000,000)
      per occurrence and one million dollars ($1,000,000) annual aggregate, and shall
      provide Sponsor with written evidence of the insurance and a copy of the policy
      upon request. CBL will give notice to Sponsor at least thirty (30) days prior
      to
      cancellation or non-renewal of the insurance.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    (b) CBL
      will
      comply with all material federal, state, local and foreign laws, ordinances,
      rules and regulations applicable to the manufacture and production of drugs,
      biologics and devices or shipments in interstate or foreign
      commerce.

     

    23.
       Change
      of Law.
      Notwithstanding any other provision of this Agreement, if during the term hereof
      any Change of Law (defined below) results in an Adverse Consequence (defined
      below), the parties agree to negotiate in good faith to make reasonable
      revisions to this Agreement in order to avoid such Adverse Consequence(s) while
      seeking to maintain the parties as close as possible to their original positions
      despite such revisions. Upon notice by one party to the other of such Change
      of
      Law, the parties agree that they shall attempt to resolve the matter within
      thirty (30) days of such notice. If the parties cannot agree upon renegotiated
      terms hereunder within thirty (30) days, then this Agreement will terminate
      upon
      thirty (30) days notice by one party to the other of an inability to agree.
      

    


    (a) As
      used
      herein, “Change of Law” shall mean: (i) any new legislation enacted by the
      federal or any state government; (ii) any new third party payor or governmental
      agency law, rule, regulation, guideline or interpretation of a previously issued
      law, rule, regulation or guideline, or (iii) any judicial or administrative,
      order or decree.

    


    (b) As
      used
      herein, “Adverse Consequence” shall mean a Change of Law that prohibits,
      restricts, limits or otherwise affects either party's rights or obligations
      hereunder in an adverse material manner.

    


    24 Effective
      Upon Execution. This
      Agreement shall not be considered accepted, approved, or otherwise effective
      until signed below by the appropriate parties. Each of the parties hereto
      represents and warrants that the person signing below on such party’s behalf has
      the authority to enter into this Agreement, and that this Agreement does not
      violate any existing agreement or obligation of such party

    


    25. Non-Discrimination. CBL
      will
      comply with Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and Executive
      Order 11246, Title IX of the Education Amendment of 1972 (P.L. 92-318, 20 USC
      1681 et seq.), Section 504 of the Rehabilitation Act of 1973 (29 USC 794),
      and
      the Age Discrimination Act of 1975 (P.L. 4-135). CBL shall furnish Sponsor
      with
      copies of their assurance of compliance for the above upon request.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF and
      intending to be legally bound hereby, the parties have caused this Agreement
      to
      be executed the date and year above first mentioned.

    


    For
      Cleveland BioLabs, Inc.:

     

    
      	 	 	 	 	 
	 	
              
                /s/
                  Michael Fonstein

              

            	 	 	 
	 	
              
                
(Signature)

            	 	 	
            
	Name:	
              Michael
                Fonstein

            	 	 	 
	Title:	
              Chief
                Executive Officer

            	 	 	 
	Date:	
              January
                11, 2007

            	 	 	 


    

    


    For
      Roswell Park Cancer Institute Corporation: 

    
       

      
        	 	 	 	 	 
	 	/s/
                David C. Hohn	 	 	 
	 	
                
                  
(Signature)

              	 	 	
              
	Name:	David
                C. Hohn, MD	 	 	 
	Title:	President and Chief Executive
                Officer	 	 	 
	Date:	January 11, 2007	 	 	 


      

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Exhibit
      1.

    


    Schedule
      of Payments

    


    The
      funding provided by Sponsor shall be provided to CBL in two (2) installments
      with the first of such installments in the amount of two million dollars
      ($2,000,000) being made April 1, 2007, and the second and final installment
      in
      the amount of one million ($1,000,000) being made April 1, 2008.

    


    
      
        
        

      

      
        12