Exhibit
10.19(a)


 


CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY
HARMFUL IF PUBLICLY DISCLOSED.


 


TEXT
OMITTED FROM THIS EXHIBIT IS MARKED WITH [***]


 


LICENSE
MODIFICATION AGREEMENT


by
and between

University of South Florida Research Foundation, Inc.

(hereinafter the “Research Foundation”)

and

Immuno-Rx, Inc. (hereinafter “Immuno-Rx”)


 


WHEREAS,
the Research Foundation, a University direct-support organization under Florida law and a not-for-profit corporation of the State
of Florida, and Immuno-Rx, a corporation under the laws of the State of Florida, had previously entered into four License Agreements
(hereinafter “License Agreements Fl-F4”), two effective the 1st day of May 1999, and two effective the 7th
day of April 1997, relating to several separate Licensed Products and product sets, and styled Appendices “F” to the
Research Agreement entered into by and between the University of South Florida and the Research Foundation, for the first part,
and Immuno-Rx, for the second part; and


 


WHEREAS,
the Research Foundation and Immuno-Rx desire now to alter, amend and restate their respective obligations deriving from License
Agreements F1 -F4, and to supplant such Agreements with new license agreements (hereinafter the “License Agreements 1-4”)
restating such obligations, such that Agreements F1-F4 shall now stand only as superceded and of no prospective effect; and WHEREAS,
the Research Foundation and Immuno-Rx are entering into the New Agreements, of even date herewith, with regard to the same body
of inventions and rights as were contemplated by License Agreements F1-F4;


 


NOW
THEREFORE —


 


—
the Research Foundation and Immuno-Rx hereby agree as per the following stipulations:


 


1.
License Agreements F 1-F4 shall be, and they hereby are, superceded as of the date of the respective counterpart Agreements. All
rights accruing to either party under License Agreements F 1 -F4 by virtue of lapses or omissions of either party to date under
such agreements shall vest in the respective parties upon execution of the new counterpart License Agreements 1-4. Each party
hereby releases the other party of any future obligations to it arising from such point forward under the superceded License Agreements
Fl -F4 .


 


2.
In consideration of the Research Foundation’s entering into this instrument undertaking the supercession of License Agreements
F1-F4 and the License Agreements, Immuno-Rx undertakes


 


(a)
To issue to the Research Foundation [***] shares of the common stock of Immuno-Rx, at the time of the signing of the License Agreements,
subject to all the limitations attaching to prior issues of common stock held by the Research Foundation, as provided in undertakings
previously given by the Research Foundation with regard to such previously issued shares, and subject also to all rights and reservations
of right by the Company made at the time of such prior issuance and as further provided in all relevant filings of the Company
under law and in the various actions of the Company authorizing such issuance; and further


 


(b)
To pay to the Research Foundation the amounts of [***] U.S. dollars ($[***]) and [***] U.S. dollars ($[***]), respectively, upon
the completing of the Company’s [***].


 




    	1



     


    

 


IN
WITNESS WHEREOF, the Research Foundation and Immuno-Rx have caused their duly authorized representatives to sign this instrument
on their behalf as of the 28 day of June, 2000.


 


	UNIVERSITY
    OF SOUTH FLORIDA	 
	RESEARCH
    FOUNDATION, INC.	 
	 	 	 
	By:
    	/s/
    Martin Silbiger	 
	Name:
    	/s/
    Martin Silbiger	 
	Capacity:
    	President	 
	Date:
    	6/28/2000	 
	 	 	 
	IMMUNO-Rx,
    Inc.	 
	 	 	 
	By:
    	/s/
    Harvey Brandwein	 
	Name:
    	Harvey
    Brandwein	 
	Capacity:
    	President	 
	Date:
    	June
    28, 2000	 


 




    	2



     


    

 


LICENSE
AGREEMENT


 


PREAMBLE


 


This
Agreement is made and entered into to be effective the 28th day of June, 2000, (the Effective Date) by and between
the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC., a University direct-support organization under Florida law and a not-for-profit
corporation of the State of Florida, having its principal office at 4202 East Fowler Avenue, Tampa, Florida 33620 (hereinafter
referred to as RESEARCH FOUNDATION), and Immuno-RX, Inc., a corporation organized under the laws of Florida and having
its principal office at 140 West 57th Street, Suite 9C, New York, New York 10019, (hereinafter referred to as LICENSEE).


 


WITNESSETH


 


WHEREAS,
RESEARCH FOUNDATION is the exclusive licensee under certain “Patent Rights” (as later defined herein) relating to
Method for Making a Medicament for Treating Secondary Immunodeficiency (Natural Cytokine Mixture) and has the right to grant licenses
under said Patent Rights;


 


WHEREAS,
RESEARCH FOUNDATION desires to have the Patent Rights utilized in the public interest and is willing to grant a license thereunder;
and


 


WHEREAS,
LICENSEE intends to develop, produce, manufacture, market and/or sell products similar to the “Licensed Product(s)”
(as later defined herein) and is willing to commit itself to a diligent program of exploiting the Patent Rights so that public
utilization shall result therefrom; and


 


WHEREAS,
LICENSEE desires to obtain a license under the Patent Rights upon the terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:


 


ARTICLE
I - DEFINITIONS


 


For
the purpose of this Agreement, the following words and phrases shall have the following meanings:


 


	1.1	“LICENSEE”
    shall include: a related company of LICENSEE, the voting stock of which is, directly or indirectly, at least fifty percent
    (50%) owned or controlled by LICENSEE; an organization which directly or indirectly controls more than fifty percent (50%)
    of the voting stock of LICENSEE; and an organization, the majority ownership of which is, directly or indirectly, common to
    the ownership of LICENSEE.
	 	 
	1.2	“Technology”
    shall mean: any process, machine, manufacture, composition or design, or any new or useful improvement thereof, described
    in U.S. Patent Application Number 08/610,075 or corresponding foreign patent, any division, continuation, and continuation-in-part
    of any such application, and any patent or patent which shall issue based on any such application, division, continuation,
    or continuation-in-part, and any patent which is a reissue or an extension thereof, or patent in addition thereto; plus any
    associated trade secrets, proprietary bench rights, know-how, information, rights of access or use, or other privilege, right,
    or immunity under the laws of the United States or foreign countries.


 




    	3



     


    

 


	1.3	“Patent
    Right(s)” shall mean: rights to make, use, manufacture, sell, or practice, under any patent issuing with respect to
    the Technology under the laws of the United States of America or any foreign country or group of countries.
	 	 
	1.4	“Licensed
    Process” shall mean: any process which is based upon, covered by, or utilizes the Technology in any relevant respect.
	 	 
	1.5	“Licensed
    Product” shall mean: any product or part thereof, or appliance with respect thereto, which is based upon, covered by,
    or utilizes, the Technology in any relevant respect, such as, but not limited to, any product or part thereof made by a process
    which is a Licensed Process.
	 	 
	1.6	“Effective
    Date” shall mean the date so identified above in the preamble to this Agreement or, if not so identified, then the date
    on which the last of the parties executed this Agreement.
	 	 
	1.7	“Gross
    Sales Price” shall mean [***]


 


ARTICLE
II – GRANT


 


	2.1	RESEARCH
    FOUNDATION hereby grants to LICENSEE the worldwide exclusive (except as otherwise herein provided) right and license, to make,
    have made, use, sublicense (including rights to cross-license, by virtue of which LICENSEE shall obtain corresponding rights
    to third party technologies), lease and sell the Licensed Products, to the end(s) of the effective term(s), unless sooner
    terminated according to provisions hereof, of the patents upon which are based the Patent Rights herein defined.
	 	 
	2.2	RESEARCH
    FOUNDATION reserves to the University of South Florida (“University”) the right to practice under the Patent Rights
    for the University’s noncommercial research and education purposes.
	 	 
	2.3	The
    license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise
    as to any technology except as specifically set forth herein.
	 	 
	2.4	LICENSEE
    agrees that any sublicenses granted by it shall contain such provisions as are necessary for LICENSEE to meet its obligations
    under this Agreement and to reasonably protect the interest of RESEARCH FOUNDATION with regard to such sublicense.
	 	 
	2.5	LICENSEE
    agrees to forward to RESEARCH FOUNDATION a copy of any and all fully executed sublicense agreements for Licensed Products
    or Licensed Processes and further agrees to forward to RESEARCH FOUNDATION annually a copy of such reports received by LICENSEE
    from its sublicensees during the preceding twelve (12) month period under the sublicenses as shall be pertinent to a royalty
    accounting under said sublicense agreements.


 




    	4



     


    

 


	2.6	Termination
    under any provision of this Agreement of the license granted to LICENSEE hereunder, in any respect, shall terminate all sublicenses
    granted by LICENSEE in such respect; provided however, that any sublicensee may elect to continue its sublicense by advising
    RESEARCH FOUNDATION in writing, within (60) sixty days of the sublicensee’s receipt of written notice of such termination,
    of its election and of its agreement to assume in respect of RESEARCH FOUNDATION all the obligations (including obligations
    for payment) contained in its sublicensing agreement with LICENSEE. Any sublicense granted by LICENSEE shall contain provisions
    corresponding to those of this paragraph respecting termination and the conditions of continuance of sublicenses.


 


ARTICLE
III - DUE DILIGENCE


 


	3.1	LICENSEE
    shall use its best efforts to bring one or more Licensed Products or Licensed Processes to market through a diligent program
    for exploitation of the Patent Rights, and LICENSEE’s failure to so perform shall be grounds for RESEARCH FOUNDATION
    to terminate this Agreement pursuant to Paragraph 13.3 hereof.


 


ARTICLE
IV – ROYALTIES


 


	4.1	For
    the rights, privileges and license(s) granted hereunder, during the effective term of the patents upon which Patent Rights
    are based, or until this Agreement shall be sooner terminated as herein otherwise provided, LICENSEE shall pay RESEARCH FOUNDATION:


 


	 	(a)	royalties
    (hereinafter “Running Royalties”) equal to [***] percent ([***]%) of Gross Sales of the Licensed Product made,
    used, leased or sold by or for LICENSEE and it’s sublicensees, provided


 


	 	(1)	that
    if it is necessary for LICENSEE to acquire one or more royalty-bearing licenses from third parties in order to fully exercise
    the rights granted by. RESEARCH FOUNDATION hereunder, or in the event that LICENSEE shall sell or lease product(s) (hereinafter
    “Combination Product(s)”) consisting of a Licensed Product and one or more additional active ingredients which
    must be purchased outright by LICENSEE for use in the composition of such Combination Product, then in either such event,
    LICENSEE shall be entitled to credit against the royalty payments due RESEARCH FOUNDATION hereunder cumulative amounts equal
    to royalties and/or the price actually paid to third parties on such account(s), up to a maximum of [***] percent ([***]%)
    of the amounts due RESEARCH FOUNDATION on account of royalties as herein otherwise provided; and further provided


 


	 	(2)	that
    in the event that LICENSEE shall sell or lease any product(s) (hereinafter “Cross-Licensed Products”) pursuant
    to rights obtained in exchange for rights to Licensed Products or the Technology, LICENSEE shall be obligated to pay RESEARCH
    FOUNDATION Running Royalties and License Fees on such cross-licensed Products as herein otherwise provided, on the same basis
    as it shall be obligated to pay such amounts on Licensed Products; and


 




    	5



     


    

 


	 	(b)	license
    fees (hereinafter “License Fees”) equal to [***] percent ([***]%) of anything of value other than sublicensee
    royalties, received by LICENSEE as consideration for the use of the Technology. Specifically excluded from characterization
    and treatment as License Fees, for purposes of this paragraph 4.1 (b), are sublicensee royalties analogous to LICENSEE’S
    Running Royalties under this Agreement (whether commensurate or otherwise) and amounts received as advances on future or forthcoming
    royalties; further excluded from such characterization and treatment are (i) payments for which LICENSEE is obligated
    to perform technical, research or development services, (ii) sales of one hundred per cent (100%) of the common stock of LICENSEE,
    and (iii) sales of some lesser percentage of the common stock of LICENSEE, in the nature of investments in LICENSEE.


 


	4.2	Gross
    Sales/Sale or Lease. For purposes of this Agreement, Gross Sales shall be calculated by [***].


 


	4.3	Royalty
    payments shall be paid in United States dollars in Tampa, Florida, or at such other place as RESEARCH FOUNDATION may reasonably
    designate consistent with the laws and regulations controlling in any foreign country. If any currency conversion shall be
    required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate prevailing
    at the Chase Manhattan Bank (N.A.) on the last business day of the calendar quarter reporting period to which such royalty
    payments relate.


 


ARTICLE
V - REPORTS AND RECORDS


 


	5.1	LICENSEE
    shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing
    the amounts payable to RESEARCH FOUNDATION hereunder, and said books and the supporting data shall be open at all reasonable
    times for five (5) years following the end of the calendar year to which they pertain, to the inspection of RESEARCH FOUNDATION
    or its agents for the purpose of verifying LICENSEE’s royalty statement or compliance in other respects with this Agreement.
	 	 
	5.2	LICENSEE,
    within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to RESEARCH FOUNDATION
    true and accurate reports, giving such particulars of the business conducted by LICENSEE and its sublicensees during the preceding
    three-month period under this Agreement as shall be pertinent to a royalty accounting hereunder, including an accounting for
    Licensed Processes used and Licensed Products and the billings, deductions and royalties due with respect thereto.


 




    	6



     


    

 


	5.3	With
    each such report submitted, LICENSEE shall pay to RESEARCH FOUNDATION the royalties due and payable under this Agreement.
    If no royalties shall be due, LICENSEE shall so report.
	 	 
	5.4	The
    royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a [***] ([***]%) per annum
    rate. The payment of such interest shall not foreclose RESEARCH FOUNDATION from exercising any other rights it may have as
    a consequence of the lateness of the payment.


 


ARTICLE
VI - PATENT PROSECUTION


 


	6.1	RESEARCH
    FOUNDATION shall be responsible for and ensure the prompt issuance of the Patent Rights and that such Patent Rights shall
    be maintained during the term of this Agreement. RESEARCH FOUNDATION shall also be responsible for obtaining such other available
    Patent Rights protection as LICENSEE may request. Promptly upon execution of this Agreement, LICENSEE shall reimburse RESEARCH
    FOUNDATION for costs incurred by RESEARCH FOUNDATION with respect to Patent Rights, and thereafter as such costs are incurred.


 


ARTICLE
VII – INFRINGEMENT


 


	7.1	The
    parties shall inform each other promptly, in writing, of any alleged infringement of the Patent Rights by a third party, and
    of any available evidence thereof.
	 	 
	7.2	During
    the term of this Agreement, LICENSEE shall have the right, subject only to approval not unreasonably withheld of RESEARCH
    FOUNDATION, but shall not be obligated, to prosecute at its own expense any such infringements of the Patent Rights and, in
    furtherance of such right, RESEARCH FOUNDATION hereby agrees that LICENSEE may join RESEARCH FOUNDATION as a party plaintiff
    in any such suit, without expense to RESEARCH FOUNDATION. The total cost of any such infringement action except as provided
    in paragraph 7.4 hereof, commenced or defended solely by LICENSEE shall be borne by LICENSEE and LICENSEE shall keep any recovery
    or damages for past infringement derived therefrom.
	 	 
	7.3	If
    within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading
    the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action,
    or if LICENSEE shall notify RESEARCH FOUNDATION at any time prior thereto of its intention not to bring suit against any alleged
    infringer, then, and in those events only, RESEARCH FOUNDATION shall have the right, but shall not be obligated, to prosecute
    at its own expense any infringement of the Patent Rights, and RESEARCH FOUNDATION may, for such purposes, use the name of
    LICENSEE as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered
    into without the consent of the other party, which consent shall not unreasonably be withheld.
	 	 
	7.4	In
    the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold
    up to [***] percent ([***]%) of the royalties otherwise thereafter due RESEARCH FOUNDATION hereunder and apply the same toward
    reimbursement of up to fifty percent (50%) of its expenses, including reasonable attorneys’ fees, in connection therewith.
    Any recovery by LICENSEE of damages for past infringement in any such suit shall be applied first in satisfaction of any unreimbursed
    expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of RESEARCH FOUNDATION for any royalties
    past due or withheld and applied pursuant to this Article VII. LICENSEE shall keep the balance remaining from any such recovery.


 




    	7



     


    

 


	7.5	In
    the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought
    against RESEARCH FOUNDATION, LICENSEE at its option, shall have the right, within thirty (30) days after commencement of such
    action, to intervene and take over the sole defense of the action at its own expense except as provided in paragraph 7.4.
	 	 
	7.6	In
    any infringement suit as either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party
    hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible,
    have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and
    the like.
	 	 
	7.7	RESEARCH
    FOUNDATION warrants and represents that it has the lawful right to grant the license provided in this agreement and that it
    has not granted rights or licenses In derogation of this Agreement. RESEARCH FOUNDATION agrees that during the term of this
    Agreement, or any license granted hereunder, RESEARCH FOUNDATION shall not enter into any other agreements that conflict with
    the rights or obligations provided hereunder, including any rights and obligations provided hereunder, including any rights
    and obligations that survive termination of this Agreement.


 


ARTICLE
VIII - PRODUCT LIABILITY


 


	8.1	LICENSEE
    shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold RESEARCH FOUNDATION, the
    University and their trustees, officers, employees and affiliates, harmless against all claims and expenses, including legal
    expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any
    damage to property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever, resulting
    from the LICENSEE’s, LICENSEE’s Affiliated Companies, or any of its sublicensee’s production, manufacture,
    sale, use (both experimental and consumer), lease, consumption or advertisement of the Licensed Product(s) and/or Licensed
    Process(es) or arising from any obligation of the LICENSEE hereunder.
	 	 
	8.2	EXCEPT
    AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, RESEARCH FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES
    OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
    PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING.


 




    	8



     


    

 


ARTICLE
IX - EXPORT CONTROLS


 


	9.1	It
    is understood that RESEARCH FOUNDATION is subject to United States laws and regulations controlling the export of technical
    data, computer software, laboratory prototypes and other commodities (including the Arms Export Control Act, as amended and
    the Export Administration Act of 1979), and that its obligations hereunder are contingent on compliance with applicable United
    States export laws and regulations. The transfer of certain technical data and commodities may require a license from the
    cognizant agency of the United States Government and/or written assurances by LICENSEE that LICENSEE shall not export data
    or commodities to certain foreign countries without prior approval of such agency. RESEARCH FOUNDATION neither represents
    that a license shall not be required nor that, if required, it shall be issued.


 


ARTICLE
X - NON-USE OF NAMES


 


	10.1	LICENSEE
    shall not use the names of RESEARCH FOUNDATION, the University of South Florida nor any of its employees, nor any adaptation
    thereof, in any advertising, promotional or .sales literature without prior written consent obtained from RESEARCH FOUNDATION
    in each case, except that LICENSEE may state that it is licensed by RESEARCH FOUNDATION under one or more of the patents and/or
    applications comprising the Patent Rights.


 


ARTICLE
XI – ASSIGNMENT


 


	11.1	This
    Agreement is not assignable except that (i) LICENSEE may assign this Agreement in connection with any merger, consolidation,
    sale of all or substantially all of its assets or equity, or sales of a controlling interest in LICENSEE, and (ii) LICENSEE
    may assign this Agreement to another entity in which LICENSEE maintains at least a majority ownership interest.


 


ARTICLE
XII – ARBITRATION


 


	12.1	Any
    and all claims, disputes or controversies arising under, out of, or in connection with this Agreement, including any dispute
    relating to patent validity or infringement, which have not been resolved by good faith negotiations between the parties,
    shall be resolved by final and binding arbitration in Tampa, Florida under the rules of the American Arbitration Association,
    or the Patent Arbitration Rules if applicable, then obtaining; The arbitrators shall have no power to add to, subtract from
    or modify any of the terms or conditions of this Agreement. Any award rendered in such arbitration may be enforced by either
    party in either the courts of the State of Florida or in the United States District Court for the Middle District of Florida,
    to whose jurisdiction for such purposes RESEARCH FOUNDATION and LICENSEE each hereby irrevocably consents and submits.
	 	 
	12.2	Notwithstanding
    the foregoing, nothing in this Article shall be construed to waive any rights or timely performance of any obligations existing
    under this Agreement.


 




    	9



     


    

 


ARTICLE
XIII – TERMINATION


 


	13.1	RESEARCH
    FOUNDATION shall have the right to terminate this Agreement at any time upon notice to LICENSEE in the event either (a) If
    LICENSEE shall file any court, pursuant to any statute either of the United States or any state , a petition in bankruptcy
    or insolvency or for the appointment of a receiver or trustee of all or substantially all of LICENSEE property, or if LICENSEE
    shall make an assignment for the benefit or creditors, or if LICENSEE shall commit any other affirmative act of insolvency;
    or (b) if there shall be filed against LICENSEE in any court, pursuant to any statute either in the United States or any state,
    an involuntary petition in bankruptcy or insolvency or for reorganization, or if there shall be involuntarily appointed a
    receiver or trustee of all or substantially all of LICENSEE’s property, unless such petition or appointment is set aside
    or withdrawn or ceases to be in effect with one hundred twenty (120) days of the date of the filing or the appointment.
	 	 
	13.2	Should
    LICENSEE fail to pay RESEARCH FOUNDATION royalties due and payable hereunder, RESEARCH FOUNDATION shall have the right to
    terminate this Agreement on thirty (30) days’ notice, unless LICENSEE shall pay RESEARCH FOUNDATION within the thirty
    (30) day period, all such royalties and interest due and payable. Upon the expiration of the thirty (30) day period, if LICENSEE
    shall not have paid all such royalties and interest due and payable, the rights, privileges and license granted hereunder
    shall terminate.
	 	 
	13.3	Upon
    any material breach or default of this Agreement by LICENSEE, other than those occurrences set out in Paragraphs 13.1 and
    13.2 hereinabove, which shall always take precedence in that order over any material breach or default referred to in this
    Paragraph 13.3, RESEARCH FOUNDATION shall have the right to terminate this Agreement and the rights, privileges and license
    granted hereunder by thirty (30) days notice to LICENSEE. Such termination shall become effective unless LICENSEE shall have
    cured any such breach or default prior to the expiration of the thirty (30) day period.
	 	 
	13.4	LICENSEE
    shall have the right to terminate this Agreement at any time on six (6) months’ notice to RESEARCH FOUNDATION, and upon
    payment of all amounts due RESEARCH FOUNDATION through the effective date of the termination.
	 	 
	13.5	Upon
    termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation
    that matured prior to the effective date of such termination. LICENSEE may, however, after the effective date of such termination,
    sell all Licensed Products, and complete Licensed Products in the process of manufacture at the time of such termination and
    sell the same, provided that LICENSEE shall pay to RESEARCH FOUNDATION the royalties thereon as required by Article IV of
    this Agreement and shall submit the reports required by Article V hereof on the sales of Licensed Products.


 




    	10



     


    

 


ARTICLE
XIV - PAYMENTS, NOTICES AND OTHER COMMUNICATIONS


 


	14.1	Any
    payment, notice or other communication pursuant to the Agreement shall be sufficiently made or given on the date of mailing
    if sent to such party by certified first class mail, postage prepaid, addressed to it at its address below or as it shall
    designate by written notice given to the other party:


 


In
the case of RESEARCH FOUNDATION:


USF
Box 30445


Tampa,
Florida 33620-3044


 


In
the case of LICENSEE:


[***]


 


ARTICLE
XV - MISCELLANEOUS PROVISIONS


 


	15.1	This
    Agreement shall be construed, governed, interpreted and applied in Accordance with the laws of the State of Florida, U.S.A.,
    except that questions affecting the construction and effect of any patent shall be determined by the law of the country in
    which the patent was granted.
	 	 
	15.2	The
    parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding, and supersedes and makes
    null and void any and all prior understandings and agreements, of the parties hereto as to the subject matter hereof, and
    shall not be subject to any change or modification except by the execution of a written instrument subscribed to by the parties
    hereto. Notwithstanding the foregoing, the terms and conditions of the Confidentiality Agreement between the parties dated
    _________, shall continue in effect.
	 	 
	15.3	The
    provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to
    be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way
    affect the validity or enforceability of the remaining provisions hereof.
	 	 
	15.4	LICENSEE
    agrees to mark the Licensed Products sold in the United States with all applicable United States patent numbers. All Licensed
    Products shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and practice
    of the country of manufacture or sale.
	 	 
	15.5	The
    failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement
    shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by
    the other party.


 




    	11



     


    

 


IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals and fully executed this Agreement the day and year set forth
below.


 


	UNIVERSITY
    OF SOUTH FLORIDA	 	LICENSEE
	RESEARCH
    FOUNDATION, INC.	 	 
	 	 	 	 	 
	By:
    	/s/
    Martin Silbiger	 	By:
    	/s/
    Harvey Brandwein
	Name:
    	Martin
    Silbiger	 	Name:
    	Harvey
    Brandwein
	Title:
    	President	 	Title:
    	President
	Date:
    	6/28/00	 	Date:
    	6/28/00
	 	 	 	 	 
	Acknowledged
    and Agreed to:	 	 
	 	 	 	 	 
	 	 	 
	Inventor	 	University
    of South Florida


 




    	12



     


    

 


LICENSE
AGREEMENT


 


PREAMBLE


 


This
Agreement is made and entered into to be effective the 018 day of June, 2000, (the Effective Date) by and between the UNIVERSITY
OF SOUTH FLORIDA RESEARCH FOUNDATION, INC., a University direct-support organization under Florida law and a not-for-profit corporation
of the State of Florida, having its principal office at 4202 East Fowler Avenue, Tampa, Florida 33620 (hereinafter referred to
as RESEARCH FOUNDATION), and Immuno-R„, Inc., a corporation organized under the laws of Florida and having its principal
office at 140 West 57th Street, Suite 9C, New York, New York, (hereinafter referred to as LICENSEE).


 


WITNESSETH


 


WHEREAS,
RESEARCH FOUNDATION is the exclusive licensee under certain Patent Rights” (as later defined herein) relating to Method
for Using Combination Medicament for Treating Secondary immunodeficiency and has the right to grant licenses under said Patent
Rights;


 


WHEREAS,
RESEARCH FOUNDATION desires to have the Patent Rights utilized in the public interest and is willing to grant a license thereunder,
and


 


WHEREAS,
LICENSEE intends to develop, produce, manufacture, market and/or sell products similar to the “Licensed Product(s)”
(as later defined herein) and is willing to commit itself to a diligent program of exploiting the Patent Rights so that public
utilization shall result therefrom; and


 


WHEREAS,
LICENSEE desires to obtain a license under the Patent Rights upon the terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:


 


ARTICLE
I - DEFINITIONS


 


For
the purpose of this Agreement, the following words and phrases shall have the following meanings:


 


	1.1	“LICENSEE”
    shall include: a related company of LICENSEE, the voting stock of which is, directly or indirectly, at least fifty percent
    (50%) owned or controlled by LICENSEE; an organization which directly or indirectly controls more than fifty percent (50%)
    of the voting stock of LICENSEE; and an organization, the majority ownership of which is, directly or indirectly, common to
    the ownership of LICENSEE.
	 	 
	1.2	Technology”
    shall mean: any process, machine, manufacture, composition or design, or any new or useful improvement thereof, described
    in U.S. Patent Application Number 08/341,424 or corresponding foreign patent, any division, continuation, and continuation-in-part
    of any such application, and any patent or patent which shall issue based on any such application, division, continuation,
    or continuation-in-part, and any patent which is a reissue or an extension thereof, or patent in addition thereto; plus any
    associated trade secrets, proprietary bench rights, know-how, information, rights of access or use, or other privilege, right,
    or immunity under the laws of the United States or foreign countries.


 




    	13



     


    

 


	1.3	“Patent
    Right(s)” shall mean: rights to make, use, manufacture, sell, or practice, under any patent issuing with respect to
    the Technology under the laws of the United States of America or any foreign country or group of countries.
	 	 
	1.4	“Licensed
    Process” shall mean: any process which is based upon, covered by, or utilizes the Technology in any relevant respect.
	 	 
	1.5	“Licensed
    Product’ shall mean: any product or part thereof, or appliance with respect thereto, which Is based upon, covered by,
    or utilizes, the Technology in any relevant respect, such as, but not limited to, any product or part thereof made by a process
    which Is a Licensed Process.
	 	 
	1.6	“Effective
    Date” shall mean the date so identified above in the preamble to this Agreement or, If not so identified, then the date
    on which the last of the parties executed this Agreement.
	 	 
	1.7	“Gross
    Sales Price” shall mean [***]


 


ARTICLE
II – GRANT


 


	2.1	RESEARCH
    FOUNDATION hereby grants to LICENSEE the worldwide exclusive (except as otherwise herein provided) right and license, to make,
    have made, use, sublicense (including rights to cross-license, by virtue of which LICENSEE shall obtain corresponding rights
    to third party technologies), lease and sell the Licensed Products, to the end(s) of the effective term(s), unless sooner
    terminated according to provisions hereof, of the patents upon which are based the Patent Rights herein defined.
	 	 
	2.2	RESEARCH
    FOUNDATION reserves to the University of South Florida (“University”) the right to practice under the Patent Rights
    for the University’s noncommercial research and education purposes.
	 	 
	2.3	The
    license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise
    as to any technology except as specifically set forth herein.
	 	 
	2.4	LICENSEE
    agrees that any sublicenses granted by it shall contain such provisions as are necessary for LICENSEE to meet its obligations
    under this Agreement and to reasonably protect the interest of RESEARCH FOUNDATION with regard to such sublicense.
	 	 
	2.5	LICENSEE
    agrees to forward to RESEARCH FOUNDATION a copy of any and all fully executed sublicense agreements for Licensed Products
    or Licensed Processes and further agrees to forward to RESEARCH FOUNDATION annually a copy of such reports received by LICENSEE
    from its sublicensees during the preceding twelve (12) month period under the sublicenses as shall be pertinent to a royalty
    accounting under said sublicense agreements.


 




    	14



     


    

 


	2.6	Termination
    under any provision of this Agreement of the license granted to LICENSEE hereunder, in any respect, shall terminate all sublicenses
    granted by LICENSEE in such respect; provided however, that any sublicensee may elect to continue its sublicense by advising
    RESEARCH FOUNDATION in writing, within (60) sixty days of the sublicensee’s receipt of written notice of such termination,
    of its election and of its agreement to assume in respect of RESEARCH FOUNDATION all the obligations (including obligations
    for payment) contained in Its sublicensing agreement with LICENSEE. Any sublicense granted by LICENSEE shall contain provisions
    corresponding to those of this paragraph respecting termination and the conditions of continuance of sublicenses.


 


ARTICLE
III - DUE DILIGENCE


 


	3.1	LICENSEE
    shall use its best efforts to bring one or more Licensed Products or Licensed Processes to market through a diligent program
    for exploitation of the Patent Rights, and LICENSEE’s failure to so perform shall be grounds for RESEARCH FOUNDATION
    to terminate this Agreement pursuant to Paragraph 13.3 hereof.


 


ARTICLE
IV – ROYALTIES


 


	4.1	For
    the rights, privileges and license(s) granted hereunder, during the effective term of the patents upon which Patent Rights
    are based, or until this Agreement shall be sooner terminated as herein otherwise provided, LICENSEE shall pay RESEARCH FOUNDATION:


 


	 	(a)	royalties
    (hereinafter “Running Royalties”) equal to [***] percent ([***]%) of Gross Sales of the Licensed Product made,
    used, leased or sold by or for LICENSEE and it’s sublicensees, provided


 


	 	(1)	that
    if it is necessary for LICENSEE to acquire one or more royalty-bearing licenses from third parties in order to fully exercise
    the rights granted by RESEARCH FOUNDATION hereunder, or in the event that LICENSEE shall sell or lease product(s) (hereinafter
    “Combination Product(sr) consisting of a Licensed Product and one or more additional active ingredients which must be
    purchased outright by LICENSEE for use in the composition of such Combination Product, then in either such event, LICENSEE
    shall be entitled to credit against the royalty payments due RESEARCH FOUNDATION hereunder cumulative amounts equal to royalties
    and/or the price actually paid to third parties on such account(s), up to a maximum of [***] percent ([***]%) of the amounts
    due RESEARCH FOUNDATION on account of royalties as herein otherwise provided; and further provided
	 	 	 
	 	(2)	that
    in the event that LICENSEE shall sell or lease any product(s) (hereinafter “Cross-Licensed Products”) pursuant
    to rights obtained in exchange for rights to Licensed Products or the Technology, LICENSEE shall be obligated to pay RESEARCH
    FOUNDATION Running Royalties and License Fees on such cross-licensed products as herein otherwise provided, on the same basis
    as it shall be obligated to pay such amounts on Licensed Products; and


 




    	15



     


    

 


	 	(b)	license
    fees (hereinafter “License Fees”) equal to [***] percent ([***]%) of anything of value other than sublicensee
    royalties, received by LICENSEE as consideration for the use of the Technology. Specifically excluded from characterization
    and treatment as License Fees, for purposes of this paragraph 4.1 (b), are sublicensee royalties analogous to LICENSEE’S
    Running Royalties under this Agreement (whether commensurate or otherwise) and amounts received as advances on future or forthcoming
    royalties; further excluded from such characterization and treatment are (i) payments for which LICENSEE is obligated
    to perform technical, research or development services, (ii) sales of one hundred per cent (100%) of the common stock of LICENSEE,
    and (iii) sales of some lesser percentage of the common stock of LICENSEE, in the nature of investments in LICENSEE.


 


	4.2	Gross
    Sales/Sale or Lease. For purposes of this Agreement, Gross Sales shall be calculated by [***].
	 	 
	4.3	Royalty
    payments shall be paid in United States dollars in Tampa, Florida, or at such other place as RESEARCH FOUNDATION may reasonably
    designate consistent with the laws and regulations controlling in any foreign country. If any currency conversion shall be
    required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate prevailing
    at the Chase Manhattan Bank (NA) on the last business day of the calendar quarter reporting period to which such royalty payments
    relate.


 


ARTICLE
V - REPORTS AND RECORDS


 


	5.1	LICENSEE
    shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing
    the amounts payable to RESEARCH FOUNDATION hereunder, and said books and the supporting data shall be open at all reasonable
    times for five (5) years following the end of the calendar year to which they pertain, to the inspection of RESEARCH FOUNDATION
    or its agents for the purpose of verifying LICENSEE’S royalty statement or compliance in other respects with this Agreement.
	 	 
	5.2	LICENSEE,
    within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to RESEARCH FOUNDATION
    true and accurate reports, giving such particulars of the business conducted by LICENSEE and its sublicensees during the preceding
    three-month period under this Agreement as shall be pertinent to a royalty accounting hereunder, Including an accounting for
    Licensed Processes used and Licensed Products and the billings, deductions and royalties due with respect thereto.


 




    	16



     


    

 


	5.3	With
    each such report submitted, LICENSEE shall pay to RESEARCH FOUNDATION the royalties due and payable under this Agreement.
    If no royalties shall be due, LICENSEE shall so report.
	 	 
	5.4	The
    royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a [***] ([***]%) per annum
    rate. The payment of such interest shall not foreclose RESEARCH FOUNDATION from exercising any other rights it may have as
    a consequence of the lateness of the payment.


 


ARTICLE
VI - PATENT PROSECUTION


 


	6.1	RESEARCH
    FOUNDATION shall be responsible for and ensure the prompt issuance of the Patent Rights and that such Patent Rights shall
    be maintained during the term of this Agreement. RESEARCH FOUNDATION shall also be responsible for obtaining such other available
    Patent Rights protection as LICENSEE may request. Promptly upon execution of this Agreement, LICENSEE shall reimburse RESEARCH
    FOUNDATION for costs incurred by RESEARCH FOUNDATION with respect to Patent Rights, and thereafter as such costs are incurred.


 


ARTICLE
VII – INFRINGEMENT


 


	7.1	The
    parties shall inform each other promptly, in writing, of any alleged infringement of the Patent Rights by a third party, and
    of any available evidence thereof.
	 	 
	7.2	During
    the term of this Agreement, LICENSEE shall have the right, subject only to approval not unreasonably withheld of RESEARCH
    FOUNDATION, but shall not be obligated, to prosecute at its own expense any such infringements of the Patent Rights and, in
    furtherance of such right, RESEARCH FOUNDATION hereby agrees that LICENSEE may join RESEARCH FOUNDATION as a party plaintiff
    in any such suit, without expense to RESEARCH FOUNDATION. The total cost of any such infringement action except as provided
    in paragraph 7.4 hereof, commenced or defended solely by LICENSEE shall be borne by LICENSEE and LICENSEE shall keep any recovery
    or damages for past infringement derived therefrom.
	 	 
	7.3	If
    within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading
    the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action,
    or if LICENSEE shall notify RESEARCH FOUNDATION at any time prior thereto of its intention not to bring suit against any alleged
    infringer, then, and in those events only, RESEARCH FOUNDATION shall have the right, but shall not be obligated, to prosecute
    at its own expense any infringement of the Patent Rights, and RESEARCH FOUNDATION may, for such purposes, use the name of
    LICENSEE as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered
    into without the consent of the other party, which consent shall not unreasonably be withheld.
	 	 
	7.4	In
    the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold
    up to [***] percent ([***]%) of the royalties otherwise thereafter due RESEARCH FOUNDATION hereunder and apply the same toward
    reimbursement of up to [***] percent ([***]%) of its expenses, including reasonable attorneys’ fees, in connection therewith.
    Any recovery by LICENSEE of damages for past infringement in any such suit shall be applied first In satisfaction of any unreimbursed
    expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of RESEARCH FOUNDATION for any royalties
    past due or withheld and applied pursuant to this Article VII. LICENSEE shall keep the balance remaining from any such recovery.


 




    	17



     


    

 


	7.5	In
    the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought
    against RESEARCH FOUNDATION, LICENSEE at its option, shall have the right, within thirty (30) days after commencement of such
    action, to intervene and take over the sole defense of the action at its own expense except as provided in paragraph 7.4.
	 	 
	7.6	In
    any infringement suit as either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party
    hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible,
    have Its employees testify when requested and make available relevant records, papers, information, samples, specimens, and
    the like.
	 	 
	7.7	RESEARCH
    FOUNDATION warrants and represents that it has the lawful right to grant the license provided in this agreement and that ft
    has not granted rights or licenses in derogation of this Agreement. RESEARCH FOUNDATION agrees that during the term of this
    Agreement, or any license granted hereunder, RESEARCH FOUNDATION shall not enter into any other agreements that conflict with
    the rights or obligations provided hereunder, including any rights and obligations provided hereunder, including any rights
    and obligations that survive termination of this Agreement.


 


ARTICLE
VIII - PRODUCT LIABILITY


 


	8.1	LICENSEE
    shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold RESEARCH FOUNDATION, the
    University and their trustees, officers, employees and affiliates, harmless against all claims and expenses, including legal
    expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any
    damage to property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever, resulting
    from the LICENSEE’s, LICENSEE’S Affiliated Companies, or any of its sublicensee’s production, manufacture,
    sale, use (both experimental and consumer), lease, consumption or advertisement of the Licensed Product(s) and/or Licensed
    Process(es) or arising from any obligation of the LICENSEE hereunder.
	 	 
	8.2	EXCEPT
    AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, RESEARCH FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES
    OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
    PURPOSE; AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING.


 




    	18



     


    

 


ARTICLE
IX - EXPORT CONTROLS


 


	9.1	It
    is understood that RESEARCH FOUNDATION is subject to United States laws and regulations controlling the export of technical
    data, computer software, laboratory prototypes and other commodities (including the Arms. Export Control Act, as amended and
    the Export Administration Act of 1979), and that its obligations hereunder are contingent on compliance with applicable United
    States export laws and regulations. The transfer of certain technical data and commodities may require a license from the
    cognizant agency of the United States Government and/or written assurances by LICENSEE that LICENSEE shall not export data
    or commodities to certain foreign countries without prior approval of such agency. RESEARCH FOUNDATION neither represents
    that a license shall not be required nor that, if required. it shall be issued.


 


ARTICLE
X - NON-USE OF NAMES


 


	10.1	LICENSEE
    shall not use the names of RESEARCH FOUNDATION, the University of South Florida nor any of its employees, nor any adaptation
    thereof, in any advertising, promotional or sales literature without prior written consent obtained from RESEARCH FOUNDATION
    in each case, except that LICENSEE may state that it is licensed by RESEARCH FOUNDATION under one or more of the patents and/or
    applications comprising the Patent Rights.


 


ARTICLE
XI – ASSIGNMENT


 


	11.1	This
    Agreement is not assignable except that (I) LICENSEE may assign this Agreement in connection with any merger, consolidation,
    sale of all or substantially all of its assets or equity, or sales of a controlling interest in LICENSEE, and (Ii) LICENSEE
    may assign this Agreement to another entity in which LICENSEE maintains at least a majority ownership interest.


 


ARTICLE
XII – ARBITRATION


 


	12.1	Any
    and all claims, disputes or controversies arising under, out of, or in connection with this Agreement, including any dispute
    relating to patent validity or infringement, which have not been resolved by good faith negotiations between the parties,
    shall be resolved by final and binding arbitration in Tampa, Florida under the rules of the American Arbitration Association,
    or the Patent Arbitration Rules if applicable, then obtaining. The arbitrators shall have no power to add to, subtract from
    or modify any of the terms or conditions of this Agreement. Any award rendered In such arbitration may be enforced by either
    party In either the courts of the State of Florida or in the United States District Court for the Middle District of Florida,
    to whose jurisdiction for such purposes RESEARCH FOUNDATION and LICENSEE each hereby irrevocably consents and submits.
	 	 
	12.2	Notwithstanding
    the foregoing, nothing in this Article shall be construed to waive any rights or timely performance of any obligations existing
    under this Agreement.


 




    	19



     


    

 


ARTICLE
XIII – TERMINATION


 


	13.1	RESEARCH
    FOUNDATION shall have the right to terminate this Agreement at any time upon notice to LICENSEE in the event either (a) If
    LICENSEE shall file any court, pursuant to any statute either of the United States or any state a petition in bankruptcy or
    insolvency or for the appointment of a receiver or trustee of all or substantially all of LICENSEE property, or if LICENSEE
    shall make an assignment for the benefit or creditors, or if LICENSEE shall commit any other affirmative act of Insolvency;
    or (b) if there shall be filed against LICENSEE in any court, pursuant to any statute either in the United States or any state,
    an involuntary petition in bankruptcy or insolvency or for reorganization, or if there shall be involuntarily appointed a
    receiver or trustee of all or substantially all of LICENSEE’S property, unless such petition or appointment is set aside
    or withdrawn or ceases to be in effect with one hundred twenty (120) days of the date of the filing or the appointment.
	 	 
	13.2	Should
    LICENSEE fail to pay RESEARCH FOUNDATION royalties due and payable hereunder, RESEARCH FOUNDATION shall have the right to
    terminate this Agreement on thirty (30) days’ notice, unless LICENSEE shall pay RESEARCH FOUNDATION within the thirty
    (30) day period, all such royalties and interest due and payable. Upon the expiration of the thirty (30) day period, if LICENSEE
    shall not have paid all such royalties and interest due and payable, the rights, privileges and license granted hereunder
    shall terminate.
	 	 
	13.3	Upon
    any material breach or default of this Agreement by LICENSEE, other than those occurrences set out, in Paragraphs 13.1 and
    13.2 hereinabove, which shall always take precedence in that order over any material breach or default referred to in this
    Paragraph 13.3, RESEARCH FOUNDATION shall have the right to terminate this Agreement and the rights, privileges and license
    granted hereunder by thirty (30) days notice to LICENSEE. Such termination shall become effective unless LICENSEE shall have
    cured any such breach or default prior to the expiration of the thirty (30) day period.
	 	 
	13.4	LICENSEE
    shall have the right to terminate this Agreement at any time on six (6) months notice to RESEARCH FOUNDATION, and upon payment
    of all amounts due RESEARCH FOUNDATION through the effective date of the termination.
	 	 
	13.5	Upon
    termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation
    that matured prior to the effective date of such termination. LICENSEE may, however, after the effective date of such termination,
    sell all Licensed Products, and complete Licensed Products in the process of manufacture at the time of such termination and
    sell the same, provided that LICENSEE shall pay to RESEARCH FOUNDATION the royalties thereon as required by Article IV of
    this Agreement and shall submit the reports required by Article V hereof on the sales of Licensed Products.


 




    	20



     


    

 


ARTICLE
XIV - PAYMENTS. NOTICES AND OTHER COMMUNICATIONS


 


	14.1	Any
    payment, notice or other communication pursuant to the Agreement shall be sufficiently made or given on the date of
    mailing if sent to such party by certified first class mail, postage prepaid, addressed to ft at its address below or as ft
    shall designate by written notice given to the other party:


 


In
the case of RESEARCH FOUNDATION:


USF
Box 30445


Tampa,
Florida 33620-3044


 


In
the case of LICENSEE:


[***]


 


ARTICLE
XV - MISCELLANEOUS PROVISIONS


 


	15.1	This
    Agreement shall be construed, governed, interpreted and applied in Accordance with the laws of the State of Florida,
    U.S.A., except that questions affecting the construction and effect of any patent shall be determined by the law of the country
    in which the patent was granted.
	 	 
	15.2	The
    parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding, and supersedes and makes
    null and void any and all prior understandings and agreements, of the parties hereto as to the subject matter hereof, and
    shall not be subject to any change or modification except by the execution of a written instrument subscribed to by the parties
    hereto. Notwithstanding the foregoing, the terms and conditions of the Confidentiality Agreement between the parties dated
    __________________ shall continue in effect.
	 	 
	15.3	The
    provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to
    be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way
    affect the validity or enforceability of the remaining provisions hereof.
	 	 
	15.4	LICENSEE
    agrees to mark the Licensed Products sold in the United States with all applicable United States patent numbers. All Licensed
    Products shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and practice
    of the country of manufacture or sale.
	 	 
	15.5	The
    failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement
    shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by
    the other party.


 




    	21



     


    

 


IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals and fully executed this Agreement the day and year set forth
below.


 


	UNIVERSITY
    OF SOUTH FLORIDA	 	LICENSEE
	RESEARCH
    FOUNDATION, INC.	 	 
	 	 	 	 	 
	By:
    	/s/
    Martin Silbiger	 	By:
    	/s/
    Harvey Brandwein
	Name:
    	Martin
    Silbiger	 	Name:
    	Harvey
    Brandwein
	Title:
    	President	 	Title:
    	President
	Date:
    	6/28/00	 	Date:
    	6/28/00
	 	 	 	 	 
	Acknowledged
    and Agreed to:	 	 
	 	 	 	 	 
	 	 	 
	Inventor	 	University
    of South Florida


 




    	22



     


    

 


LICENSE
AGREEMENT


 


PREAMBLE


 


This
Agreement is made and entered into to be effective the 28th day of June, 2000, (the Effective Date) by and between
the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC., a University direct-support organization under Florida law and a not-for-profit
corporation of the State of Florida, having its principal office at 4202 East Fowler Avenue, Tampa, Florida 33620 (hereinafter
referred to as RESEARCH FOUNDATION), and Immuno-12,, Inc., a corporation organized under the laws of Florida and having its principal
office at 140 West 57th Street, Suite 9C, New York, New York 10019, (hereinafter referred to as LICENSEE).


 


WITNESSETH


 


WHEREAS,
RESEARCH FOUNDATION is the exclusive licensee under certain “Patent Rights” (as later defined herein) relating to
Inosine Monophosphate Derivatives and has the right to grant licenses under said Patent Rights;


 


WHEREAS,
RESEARCH FOUNDATION desires to have the Patent Rights utilized in the public interest and is willing to grant a license thereunder;
and


 


WHEREAS,
LICENSEE intends to develop, produce, manufacture, market and/or sell products similar to the “Licensed Product(s)”
(as later defined herein) and is willing to commit itself to a diligent program of exploiting the Patent Rights so that public
utilization shall result therefrom; and


 


WHEREAS,
LICENSEE desires to obtain a license under the Patent Rights upon the terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:


 


ARTICLE
I - DEFINITIONS


 


For
the purpose of this Agreement, the following words and phrases shall have the following meanings:


 


	1.1	“LICENSEE”
    shall include: a related company of LICENSEE, the voting stock of which is, directly or indirectly, at least fifty percent
    (50%) owned or controlled by LICENSEE; an organization which directly or indirectly controls more than fifty percent (50%)
    of the voting stock of LICENSEE; and an organization, the majority ownership of which is, directly or indirectly, common to
    the ownership of LICENSEE.
	 	 
	1.2	“Technology”
    shall mean: any process, machine, manufacture, composition or design, or any new or useful improvement thereof, described
    in U.S. Patent Application Number 07/561,979 or corresponding foreign patent, any division, continuation, and continuation-in-part
    of any such application, and any patent or patent which shall issue based on any such application, division, continuation,
    or continuation-in-part, and any patent which is a reissue or an extension thereof, or patent in addition thereto; plus any
    associated trade secrets, proprietary bench rights, know-how, information, rights of access or use, or other privilege, right,
    or immunity under the laws of the United States or foreign countries.


 




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	1.3	“Patent
    Right(s)” shall mean: rights to make, use, manufacture, sell, or practice, under any patent issuing with respect to
    the Technology under the laws of the United States of America or any foreign country or group of countries.
	 	 
	1.4	“Licensed
    Process” shall mean: any process which is based upon, covered by, or utilizes the Technology in any relevant respect.
	 	 
	1.5	“Licensed
    Product shall mean: any product or part thereof, or appliance with respect thereto, which is based upon, covered by, or utilizes,
    the Technology in any relevant respect, such as, but not limited to, any product or part thereof made by a process which is
    a Licensed Process.
	 	 
	1.6	“Effective
    Date” shall mean the date so identified above in the preamble to this Agreement or, if not so identified, then the date
    on which the last of the parties executed this Agreement.
	 	 
	1.7	“Gross
    Sales Price” shall mean [***].


 


ARTICLE
II – GRANT


 


	2.1	RESEARCH
    FOUNDATION hereby grants to LICENSEE the worldwide exclusive (except as otherwise herein provided) right and license, to make,
    have made, use, sublicense (including rights to cross-license, by virtue of which LICENSEE shall obtain corresponding rights
    to third party technologies), lease and sell the Licensed Products, to the end(s) of the effective term(s), unless sooner
    terminated according to provisions hereof, of the patents upon which are based the Patent Rights herein defined.
	 	 
	2.2	RESEARCH
    FOUNDATION reserves to the University of South Florida (“University”) the right to practice under the Patent Rights
    for the University’s noncommercial research and education purposes.
	 	 
	2.3	The
    license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise
    as to any technology except as specifically set forth herein.
	 	 
	2.4	LICENSEE
    agrees that any sublicenses granted by it shall contain such provisions as are necessary for LICENSEE to meet its obligations
    under this Agreement and to reasonably protect the interest of RESEARCH FOUNDATION with regard to such sublicense.
	 	 
	2.5	LICENSEE
    agrees to forward to RESEARCH FOUNDATION a copy of any and all fully executed sublicense agreements for Licensed Products
    or Licensed Processes and further agrees to forward to RESEARCH FOUNDATION annually a copy of such reports received by LICENSEE
    from its sublicensees during the preceding twelve (12) month period under the sublicenses as shall be pertinent to a royalty
    accounting under said sublicense agreements.


 




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	2.6	Termination
    under any provision of this Agreement of the license granted to LICENSEE hereunder, in any respect, shall terminate all sublicenses
    granted by LICENSEE in such respect; provided however, that any sublicensee may elect to continue its sublicense by advising
    RESEARCH FOUNDATION in writing, within (60) sixty days of the sublicensee’s receipt of written notice of such termination,
    of its election and of its agreement to assume in respect of RESEARCH FOUNDATION all the obligations (including obligations
    for payment) contained in its sublicensing agreement with LICENSEE. Any sublicense granted by LICENSEE shall contain provisions
    corresponding to those of this paragraph respecting termination and the conditions of continuance of sublicenses.


 


ARTICLE
III - DUE DILIGENCE


 


	3.1	LICENSEE
    shall use its best efforts to bring one or more Licensed Products or Licensed Processes to market through a diligent program
    for exploitation of the Patent Rights, and LICENSEE’s failure to so perform shall be grounds for RESEARCH FOUNDATION
    to terminate this Agreement pursuant to Paragraph 13.3 hereof.


 


ARTICLE
IV – ROYALTIES


 


	4.1	For
    the rights, privileges and license(s) granted hereunder, during the effective term of the patents upon which Patent Rights
    are based, or until this Agreement shall be sooner terminated as herein otherwise provided, LICENSEE shall pay RESEARCH FOUNDATION:


 


	 	(a)	royalties
    (hereinafter “Running Royalties”) equal to [***] percent ([***]%) of Gross Sales of the Licensed Product made,
    used, leased or sold by or for LICENSEE and it’s sublicensees, provided


 


	 	(1)	that
    if it is necessary for LICENSEE to acquire one or more royalty-bearing licenses from third parties in order to fully exercise
    the rights granted by RESEARCH FOUNDATION hereunder, or in the event that LICENSEE shall sell or lease product(s) (hereinafter
    “Combination Product(s)”) consisting of a Licensed Product and one or more additional active ingredients which
    must be purchased outright by LICENSEE for use in the composition of such Combination Product, then in either such event,
    LICENSEE shall be entitled to credit against the royalty payments due RESEARCH FOUNDATION hereunder cumulative amounts equal
    to royalties and/or the price actually paid to third parties on such account(s), up to a maximum of [***] percent ([***]%)
    of the amounts due RESEARCH FOUNDATION on account of royalties as herein otherwise provided; and further provided


 


	 	(2)	that
    in the event that LICENSEE shall sell or lease any product(s) (hereinafter “Cross-Licensed Products”) pursuant
    to rights obtained in exchange for rights to Licensed Products or the Technology, LICENSEE shall be obligated to pay RESEARCH
    FOUNDATION Running Royalties and License Fees on such cross-licensed Products as herein otherwise provided, on the same basis
    as it shall be obligated to pay such amounts on Licensed Products; and


 




    	25



     


    

 


	 	(b)	license
    fees (hereinafter “License Fees”) equal to [***] percent ([***]%) of anything of value other than sublicensee
    royalties received by LICENSEE as consideration for the use of the Technology. Specifically excluded from characterization
    and treatment as License Fees, for purposes of this paragraph 4.1 (b), are sublicensee royalties analogous to LICENSEE’S
    Running Royalties under this Agreement (whether commensurate or otherwise) and amounts received as advances on future or forthcoming
    royalties; further excluded from such characterization and treatment are (i) payments for which LICENSEE is obligated
    to perform technical, research or development services, (ii) sales of one hundred per cent (100%) of the common stock of LICENSEE,
    and (iii) sales of some lesser percentage of the common stock of LICENSEE, in the nature of investments in LICENSEE.


 


	4.2	Gross
    Sales/Sale or Lease. For purposes of this Agreement, Gross Sales shall be calculated by [***]
	 	 
	4.3	Royalty
    payments shall be paid in United States dollars in Tampa, Florida, or at such other place as RESEARCH FOUNDATION may reasonably
    designate consistent with the laws and regulations controlling in any foreign country. If any currency conversion shall be
    required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate prevailing
    at the Chase Manhattan Bank (N.A.) on the last business day of the calendar quarter reporting period to which such royalty
    payments relate.


 


ARTICLE
V - REPORTS AND RECORDS


 


	5.1	LICENSEE
    shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing
    the amounts payable to RESEARCH FOUNDATION hereunder, and said books and the supporting data shall be open at all reasonable
    times for five (5) years following the end of the calendar year to which they pertain, to the inspection of RESEARCH FOUNDATION
    or its agents for the purpose of verifying LICENSEE’s royalty statement or compliance in other respects with this Agreement.
	 	 
	5.2	LICENSEE,
    within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to RESEARCH FOUNDATION
    true and accurate reports, giving such particulars of the business conducted by LICENSEE and its sublicensees during the preceding
    three-month period under this Agreement as shall be pertinent to a royalty accounting hereunder, including an accounting for
    Licensed Processes used and Licensed Products and the billings, deductions and royalties due with respect thereto.


 




    	26



     


    

 


	5.3	With
    each such report submitted, LICENSEE shall pay to RESEARCH FOUNDATION the royalties due and payable under this Agreement.
    If no royalties shall be due, LICENSEE shall so report.
	 	 
	5.4	The
    royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a [***] ([***]%) per annum
    rate. The payment of such interest shall not foreclose RESEARCH FOUNDATION from exercising any other rights it may have as
    a consequence of the lateness of the payment.


 


ARTICLE
VI - PATENT PROSECUTION


 


	6.1	RESEARCH
    FOUNDATION shall be responsible for and ensure the prompt issuance of the Patent Rights and that such Patent Rights shall
    be maintained during the term of this Agreement. RESEARCH FOUNDATION shall also be responsible for obtaining such other available
    Patent Rights protection as LICENSEE may request. Promptly upon execution of this Agreement, LICENSEE shall reimburse RESEARCH
    FOUNDATION for costs incurred by RESEARCH FOUNDATION with respect to Patent Rights, and thereafter as such costs are incurred.


 


ARTICLE
VII – INFRINGEMENT


 


	7.1	The
    parties shall inform each other promptly, in writing, of any alleged infringement of the Patent Rights by a third party, and
    of any available evidence thereof.
	 	 
	7.2	During
    the term of this Agreement, LICENSEE shall have the right, subject only to approval not unreasonably withheld of RESEARCH
    FOUNDATION, but shall not be obligated, to prosecute at its own expense any such infringements of the Patent Rights and, in
    furtherance of such right, RESEARCH FOUNDATION hereby agrees that LICENSEE may join RESEARCH FOUNDATION as a party plaintiff
    in any such suit, without expense to RESEARCH FOUNDATION. The total cost of any such infringement action except as provided
    in paragraph 7.4 hereof, commenced or defended solely by LICENSEE shall be borne by LICENSEE and LICENSEE shall keep any recovery
    or damages for past infringement derived therefrom.
	 	 
	7.3	If
    within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading
    the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action,
    or if LICENSEE shall notify RESEARCH FOUNDATION at any time prior thereto of its intention not to bring suit against any alleged
    infringer, then, and in those events only, RESEARCH FOUNDATION shall have the right, but shall not be obligated, to prosecute
    at its own expense any infringement of the Patent Rights, and RESEARCH FOUNDATION may, for such purposes, use the name of
    LICENSEE as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered
    into without the consent of the other party, which consent shall not unreasonably be withheld.
	 	 
	7.4	In
    the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold
    up to [***] percent ([***]%) of the royalties otherwise thereafter due RESEARCH FOUNDATION hereunder and apply the same toward
    reimbursement of up to [***] percent ([***]%) of its expenses, including reasonable attorneys’ fees, in connection therewith.
    Any recovery by LICENSEE of damages for past infringement in any such suit shall be applied first in satisfaction of any unreimbursed
    expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of RESEARCH FOUNDATION for any royalties
    past due or withheld and applied pursuant to this Article VII. LICENSEE shall keep the balance remaining from any such recovery.


 




    	27



     


    

 


	7.5	In
    the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought
    against RESEARCH FOUNDATION, LICENSEE at Its option, shall have the right, within thirty (30) days after commencement of such
    action, to intervene and take over the sole defense of the action at its own expense except as provided in paragraph 7.4.
	 	 
	7.6	In
    any infringement suit as either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party
    hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible,
    have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and
    the like.
	 	 
	7.7	RESEARCH
    FOUNDATION warrants and represents that it has the lawful right to grant the license provided in this agreement and that it
    has not granted rights or licenses in derogation of this Agreement. RESEARCH FOUNDATION agrees that during the term of this
    Agreement, or any license granted hereunder, RESEARCH FOUNDATION shall not enter into any other agreements that conflict with
    the rights or obligations provided hereunder, including any rights and obligations provided hereunder, including any rights
    and obligations that survive termination of this Agreement.


 


ARTICLE
VIII - PRODUCT LIABILITY


 


	8.1	LICENSEE
    shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold RESEARCH FOUNDATION, the
    University and their trustees, officers, employees and affiliates, harmless against all claims and expenses, including legal
    expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any
    damage to property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever, resulting
    from the LICENSEE’s, LICENSEE’s Affiliated Companies, or any of its sublicensee’s production, manufacture,
    sale, use (both experimental and consumer), lease, consumption or advertisement of the Licensed Product(s) and/or Licensed
    Process(es) or arising from any obligation of the LICENSEE hereunder.
	 	 
	8.2	EXCEPT
    AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, RESEARCH FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES
    OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
    PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING.


 




    	28



     


    

 


ARTICLE
IX - EXPORT CONTROLS


 


	9.1	It
    is understood that RESEARCH FOUNDATION is subject to United States laws and regulations controlling the export of technical
    data, computer software, laboratory prototypes and other commodities (including the Arms Export Control Act, as amended and
    the Export Administration Act of 1979), and that its obligations hereunder are contingent on compliance with applicable United
    States export laws and regulations. The transfer of certain technical data and commodities may require a license from the
    cognizant agency of the United States Government and/or written assurances by LICENSEE that LICENSEE shall not export data
    or commodities to certain foreign countries without prior approval of such agency. RESEARCH FOUNDATION neither represents
    that a license shall not be required nor that, if required, it shall be issued.


 


ARTICLE
X - NON-USE OF NAMES


 


	10.1	LICENSEE
    shall not use the names of RESEARCH FOUNDATION, the University of South Florida nor any of its employees, nor any adaptation
    thereof, in any advertising, promotional or sales literature without prior written consent obtained from RESEARCH FOUNDATION
    in each case, except that LICENSEE may state that it is licensed by RESEARCH FOUNDATION under one or more of the patents and/or
    applications comprising the Patent Rights.


 


ARTICLE
XI – ASSIGNMENT


 


	11.1	This
    Agreement is not assignable except that (i) LICENSEE may assign this Agreement in connection with any merger, consolidation,
    sale of all or substantially all of its assets or equity, or sales of a controlling interest in LICENSEE, and (ii) LICENSEE
    may assign this Agreement to another entity In which LICENSEE maintains at least a majority ownership interest.


 


ARTICLE
XII – ARBITRATION


 


	12.1	Any
    and all claims, disputes or controversies arising under, out of, or in connection with this Agreement, including any dispute
    relating to patent validity or infringement, which have not been resolved by good faith negotiations between the parties,
    shall be resolved by final and binding arbitration in Tampa, Florida under the rules of the American Arbitration Association,
    or the Patent Arbitration Rules if applicable, then obtaining. The arbitrators shall have no power to add to, subtract from
    or modify any of the terms or conditions of this Agreement. Any award rendered in such arbitration may be enforced by either
    party in either the courts of the State of Florida or in the United States District Court for the Middle District of Florida,
    to whose jurisdiction for such purposes RESEARCH FOUNDATION and LICENSEE each hereby irrevocably consents and submits.
	 	 
	12.2	Notwithstanding
    the foregoing, nothing in this Article shall be construed to waive any rights or timely performance of any obligations existing
    under this Agreement.


 




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ARTICLE
XIII – TERMINATION


 


	13.1	RESEARCH
    FOUNDATION shall have the right to terminate this Agreement at any time upon notice to LICENSEE in the event either (a) If
    LICENSEE shall file any court, pursuant to any statute either of the United States or any state a petition in bankruptcy or
    insolvency or for the appointment of a receiver or trustee of all or substantially all of LICENSEE property, or if LICENSEE
    shall make an assignment for the benefit or creditors, or if LICENSEE shall commit any other affirmative act of insolvency;
    or (b) if there shall be filed against LICENSEE in any court, pursuant to any statute either in the United States or any state,
    an involuntary petition in bankruptcy or insolvency or for reorganization, or if there shall be involuntarily appointed a
    receiver or trustee of all or substantially all of LICENSEE’s property, unless such petition or appointment is set aside
    or withdrawn or ceases to be in effect with one hundred twenty (120) days of the date of the filing or the appointment.
	 	 
	13.2	Should
    LICENSEE fail to pay RESEARCH FOUNDATION royalties due and payable hereunder, RESEARCH FOUNDATION shall have the right to
    terminate this Agreement on thirty (30) days’ notice, unless LICENSEE shall pay RESEARCH FOUNDATION within the thirty
    (30) day period, all such royalties and interest due and payable. Upon the expiration of the thirty (30) day period, if LICENSEE
    shall not have paid all such royalties and interest due and payable, the rights, privileges and license granted hereunder
    shall terminate.
	 	 
	13.3	Upon
    any material breach or default of this Agreement by LICENSEE, other than those occurrences set out in Paragraphs 13.1 and
    13.2 hereinabove, which shall always take precedence in that order over any material breach or default referred to in this
    Paragraph 13.3, RESEARCH FOUNDATION shall have the right to terminate this Agreement and the rights, privileges and license
    granted hereunder by thirty (30) days notice to LICENSEE. Such termination shall become effective unless LICENSEE shall have
    cured any such breach or default prior to the expiration of the thirty (30) day period.
	 	 
	13.4	LICENSEE
    shall have the right to terminate this Agreement at any time on six (6) months notice to RESEARCH FOUNDATION, and upon payment
    of all amounts due RESEARCH FOUNDATION through the effective date of the termination.
	 	 
	13.5	Upon
    termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation
    that matured prior to the effective date of such termination. LICENSEE may, however, after the effective date of such termination,
    sell all Licensed Products, and complete Licensed Products in the process of manufacture at the time of such termination and
    sell the same, provided that LICENSEE shall pay to RESEARCH FOUNDATION the royalties thereon as required by Article IV of
    this Agreement and shall submit the reports required by Article V hereof on the sales of Licensed Products.


 




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ARTICLE
XIV - PAYMENTS, NOTICES AND OTHER COMMUNICATIONS


 


	14.1	Any
    payment, notice or other communication pursuant to the Agreement shall be sufficiently made or given on the date of mailing
    if sent to such party by certified first class mail, postage prepaid, addressed to it at its address below or as it shall
    designate by written notice given to the other party:


 


In
the case of RESEARCH FOUNDATION:


USF
Box 30445


Tampa,
Florida 33620-3044


 


In
the case of LICENSEE:


[***]


 


ARTICLE
XV - MISCELLANEOUS PROVISIONS


 


	15.1	This
    Agreement shall be construed, governed, interpreted and applied in Accordance with the laws of the State of Florida, U.SA.,
    except that questions affecting the construction and effect of any patent shall be determined by the law of the country in
    which the patent was granted.
	 	 
	15.2	The
    parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding, and supersedes and makes
    null and void any and all prior understandings and agreements, of the parties hereto as to the subject matter hereof, and
    shall not be subject to any change or modification except by the execution of a written instrument subscribed to by the parties
    hereto. Notwithstanding the foregoing, the terms and conditions of the Confidentiality Agreement between the parties dated
    _________________, shall continue in effect.
	 	 
	15.3	The
    provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to
    be invalid or unenforceable under any controlling body of the law, such Invalidity or unenforceability shall not in any way
    affect the validity or enforceability of the remaining provisions hereof.
	 	 
	15.4	LICENSEE
    agrees to mark the Licensed Products sold in the United States with all applicable United States patent numbers. All Licensed
    Products shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and practice
    of the country of manufacture or sale.
	 	 
	15.5	The
    failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement
    shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by
    the other party.


 




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IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals and fully executed this Agreement the day and year set forth
below.


 


	UNIVERSITY
    OF SOUTH FLORIDA	 	LICENSEE
	RESEARCH
    FOUNDATION, INC.	 	 
	 	 	 	 	 
	By:
    	/s/
    Martin Silbiger	 	By:
    	/s/
    Harvey Brandwein
	Name:
    	Martin
    Silbiger	 	Name:
    	Harvey
    Brandwein
	Title:
    	President	 	Title:
    	President
	Date:
    	6/28/00	 	Date:
    	6/28/00
	 	 	 	 	 
	Acknowledged
    and Agreed to:	 	 
	 	 	 	 	 
	 	 	 
	Inventor	 	University
    of South Florida


 




    	32



     


    

 


LICENSE
AGREEMENT


 


PREAMBLE


 


This
Agreement is made and entered into to be effective theday of 28th day of June, 2000, (the Effective Date) by and
between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC., a University direct-support organization under Florida law
and a not-for-profit corporation of the State of Florida, having its principal office at 4202 East Fowler Avenue, Tampa, Florida
33620 (hereinafter referred to as RESEARCH FOUNDATION), and Immuno-Rx Inc.. a corporation organized under the laws of Florida
and having its principal office at 140 West 57th Street, Suite 9C, New York, New York 10019, (hereinafter referred
to as LICENSEE).


 


WITNESSETH


 


WHEREAS,
RESEARCH FOUNDATION is the exclusive licensee under certain Patent Rights’ (as later defined herein) relating to Method
to Diagnose and Monitor Cellular Immune Deficiencies and has the right to grant licenses under said Patent Rights;


 


WHEREAS,
RESEARCH FOUNDATION desires to have the Patent Rights utilized in the public interest and is willing to grant a license thereunder;
and


 


WHEREAS,
LICENSEE intends to develop, produce, manufacture, market and/or sell products similar to the “Licensed Product(s)”
(as later defined herein) and is willing to commit itself to a diligent program of exploiting the Patent Rights so that public
utilization shall result therefrom; and


 


WHEREAS,
LICENSEE desires to obtain a license under the Patent Rights upon the terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:


 


ARTICLE
I - DEFINITIONS


 


For
the purpose of this Agreement, the following words and phrases shall have the following meanings:


 


	1.1	“LICENSEE”
    shall include: a related company of LICENSEE, the voting stock of which is, directly or indirectly, at least fifty percent
    (50%) owned or controlled by LICENSEE; an organization which directly or indirectly controls more than fifty percent (50%)
    of the voting stock of LICENSEE; and an organization, the majority ownership of which is, directly or indirectly, common to
    the ownership of LICENSEE.
	 	 
	1.2	“Technology”
    shall mean: any process, machine, manufacture, composition or design, or any new or useful improvement thereof, described
    in U.S. Patent Application Number 60/062,322 or corresponding foreign patent, any division, continuation, and continuation-in-part
    of any such application, and any patent or patent which shall issue based on any such application, division, continuation,
    or continuation-in-part, and any patent which is a reissue or an extension thereof, or patent in addition thereto; plus any
    associated trade secrets, proprietary bench rights, know-how, Information, rights of access or use, or other privilege, right,
    or immunity under the laws of the United States or foreign countries.


 




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	1.3	“Patent
    Right(s)” shall mean: rights to make, use, manufacture, sell, or practice, under any patent Issuing with respect to
    the Technology under the laws of the United States of America or any foreign country or group of countries.
	 	 
	1.4	“Licensed
    Process” shall mean: any process which is based upon, covered by, or utilizes the Technology in any relevant respect.
	 	 
	1.5	“Licensed
    Product” shall mean: any product or part thereof, or appliance with respect thereto, which is based upon, covered by,
    or utilizes, the Technology in any relevant respect, such as, but not limited to, any product or part thereof made by a process
    which is a Licensed Process.
	 	 
	1.6	“Effective
    Date” shall mean the date so identified above in the preamble to this Agreement or, if not so Identified, then the date
    on which the last of the parties executed this Agreement.
	 	 
	1.7	“Gross
    Sales Price” shall mean [***]


 


ARTICLE
II – GRANT


 


	2.1	RESEARCH
    FOUNDATION hereby grants to LICENSEE the worldwide exclusive (except as otherwise herein provided) right and license, to make,
    have made, use, sublicense (including rights to cross-license, by virtue of which LICENSEE shall obtain corresponding rights
    to third party technologies), lease and sell the Licensed Products, to the end(s) of the effective term(s), unless sooner
    terminated according to provisions hereof, of the patents upon which are based the Patent Rights herein defined.
	 	 
	2.2	RESEARCH
    FOUNDATION reserves to the. University of South Florida (“University the right to practice under the Patent Rights for
    the University’s noncommercial research and education purposes.
	 	 
	2.3	The
    license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise
    as to any technology except as specifically set forth herein.
	 	 
	2.4	LICENSEE
    agrees that any sublicenses granted by it shall contain such provisions as are necessary for LICENSEE to meet its obligations
    under this Agreement and to reasonably protect the interest of RESEARCH FOUNDATION with regard to such sublicense.
	 	 
	2.5	LICENSEE
    agrees to forward to RESEARCH FOUNDATION a copy of any and all fully executed sublicense agreements for Licensed Products
    or Licensed Processes and further agrees to forward to RESEARCH FOUNDATION annually a copy of such reports received by LICENSEE
    from its sublicensees during the preceding twelve (12) month period under the sublicenses as shall be pertinent to a royalty
    accounting under said sublicense agreements.


 




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	2.6	Termination
    under any provision of this Agreement of the license granted to LICENSEE hereunder, in any respect, shall terminate all sublicenses
    granted by LICENSEE in such respect; provided however, that any sublicensee may elect to continue its sublicense by advising
    RESEARCH FOUNDATION in writing, within (60) sixty days of the sublicensee’s receipt of written notice of such termination,
    of its election and of its agreement to assume in respect of RESEARCH FOUNDATION all the obligations (including obligations
    for payment) contained in its sublicensing agreement with LICENSEE. Any sublicense granted by LICENSEE shall contain provisions
    corresponding to those of this paragraph respecting termination and the conditions of continuance of sublicenses.


 


ARTICLE
III - DUE DILIGENCE


 


	3.1	LICENSEE
    shall use its best efforts to bring one or more Licensed Products or Licensed Processes to market through a diligent program
    for exploitation of the Patent Rights, and LICENSEE’s failure to so perform shall be grounds for RESEARCH FOUNDATION
    to terminate this Agreement pursuant to Paragraph 13.3 hereof.


 


ARTICLE
IV – ROYALTIES


 


	4.1	For
    the rights, privileges and license(s) granted hereunder, during the effective term of the patents upon which Patent Rights
    are based, or until this Agreement shall be sooner terminated as herein otherwise provided, LICENSEE shall pay RESEARCH FOUNDATION:


 


	 	(a)	royalties
    (hereinafter “Running Royalties’) equal to [***] percent ([***]%) of Gross.Sales of the Licensed Product
    made, used, leased or sold by or for LICENSEE and it’s sublicensees, provided


 


	 	(1)	that
    if it Is necessary for LICENSEE to acquire one or more royalty-bearing licenses from third parties in order to fully exercise
    the rights granted by RESEARCH FOUNDATION hereunder, or in the event that LICENSEE shall sell or lease product(s) (hereinafter
    “Combination Product(sr) consisting of a Licensed Product and one or more additional active ingredients which must be
    purchased outright by LICENSEE for use In the composition of such Combination Product, then in either such event, LICENSEE
    shall be entitled to credit against the royalty payments due RESEARCH FOUNDATION hereunder cumulative amounts equal to royalties
    and/or the price actually paid to third parties on such account(s), up to a maximum of [***] percent ([***]%) of the amounts
    due RESEARCH FOUNDATION on account of royalties as herein otherwise provided; and further provided


 


	 	(2)	that
    in the event that LICENSEE shall sell or lease any product(s) (hereinafter “Cross-Licensed Products”) pursuant
    to rights obtained in exchange for rights to Licensed Products or the Technology, LICENSEE shall be obligated to pay RESEARCH
    FOUNDATION Running Royalties and License Fees on such cross-licensed Products as herein otherwise provided, on’ the
    same basis as it shall be obligated to pay such amounts on Licensed Products; and


 




    	35



     


    

 


	 	(b)	license
    fees (hereinafter “License Fees”) equal to [***] percent ([***]%) of anything of value other than sublicensee
    royalties received by LICENSEE as consideration for the use of the Technology. Specifically excluded from characterization
    and treatment as License Fees, for purposes of this paragraph 4.1 (b), are sublicensee royalties analogous to LICENSEE’S
    Running Royalties under this Agreement (whether commensurate or otherwise) and amounts received as advances on future or forthcoming
    royalties; further excluded from such characterization and treatment are (i) payments for which LICENSEE is obligated
    to perform technical, research or development services, (ii) sales of one hundred per cent (100%) of the common stock of LICENSEE,
    and (iii) sales of some lesser percentage of the common stock of LICENSEE, in the nature of investments in LICENSEE.


 


	4.2	Gross
    Sales/Sale or Lease. For purposes of this Agreement, Gross Sales shall be calculated by [***]
	 	 
	4.3	Royalty
    payments shall be paid in United States dollars in Tampa, Florida, or at such other place as RESEARCH FOUNDATION may reasonably
    designate consistent with the laws and regulations controlling in any foreign country. If any currency conversion shall be
    required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate prevailing
    at the Chase Manhattan Bank (NA) on the last business day of the calendar quarter reporting period to which such royalty payments
    relate.


 


ARTICLE
V - REPORTS AND RECORDS


 


	5.1	LICENSEE
    shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing
    the amounts payable to RESEARCH FOUNDATION hereunder, and said books and the supporting data shall be open at all reasonable
    times for five (5) years following the end of the calendar year to which they pertain, to the inspection of RESEARCH FOUNDATION
    or its agents for the purpose of verifying LICENSEES royalty statement or compliance in other respects with this Agreement.
	 	 
	5.2	LICENSEE,
    within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to RESEARCH FOUNDATION
    true and accurate reports, giving such particulars of the business conducted by LICENSEE and its sublicensees during the preceding
    three-month period under this Agreement as shall be pertinent to a royalty accounting hereunder, including an accounting for
    Licensed Processes used and Licensed Products and the billings, deductions and royalties due with respect thereto.


 




    	36



     


    

 


	5.3	With
    each such report submitted, LICENSEE shall pay to RESEARCH FOUNDATION the royalties due and payable under this Agreement.
    If no royalties shall be due, LICENSEE shall so report.
	 	 
	5.4	The
    royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a [***] ([***]%) per annum
    rate. The payment of such interest shall not foreclose RESEARCH FOUNDATION from exercising any other rights it may have as
    a consequence of the lateness of the’ payment.


 


ARTICLE
VI - PATENT PROSECUTION


 


	6.1	RESEARCH
    FOUNDATION shall be responsible for and ensure the prompt issuance of the Patent Rights and that such Patent Rights shall
    be maintained during the term of this Agreement. RESEARCH FOUNDATION shall also be responsible for obtaining such other available
    Patent Rights protection as LICENSEE may request. Promptly upon execution of this Agreement, LICENSEE shall reimburse RESEARCH
    FOUNDATION for costs incurred by RESEARCH FOUNDATION with respect to Patent Rights, and thereafter as such costs are incurred.


 


ARTICLE
VII – INFRINGEMENT


 


	7.1	The
    parties shall inform each other promptly, in writing, of any alleged infringement of the Patent Rights by a third party, and
    of any available evidence thereof.
	 	 
	7.2	During
    the term of this Agreement, LICENSEE shall have the right, subject only to approval not unreasonably withheld of RESEARCH
    FOUNDATION, but shall not be obligated, to prosecute at its own expense any such infringements of the Patent Rights and, in
    furtherance of such right, RESEARCH FOUNDATION hereby agrees that LICENSEE may join RESEARCH FOUNDATION as a party plaintiff
    in any such suit, without expense to RESEARCH FOUNDATION. The total cost of any such infringement action except as provided
    in paragraph 7.4 hereof, commenced or defended solely by LICENSEE shall be borne by LICENSEE and LICENSEE shall keep any recovery
    or damages for past infringement derived therefrom.
	 	 
	7.3	If
    within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading
    the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action,
    or if LICENSEE shall notify RESEARCH FOUNDATION at any time prior thereto of its intention not to bring suit against any alleged
    infringer, then, and in those events only, RESEARCH FOUNDATION shall have the right, but shall not be obligated, to prosecute
    at its own expense any infringement of the Patent Rights, and RESEARCH FOUNDATION may, for such purposes, use the name of
    LICENSEE as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered
    into without the consent of the other party, which consent shall not unreasonably be withheld.
	 	 
	7.4	In
    the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold
    up to [***] percent ([***]%) of the royalties otherwise thereafter due RESEARCH FOUNDATION hereunder and apply the same toward
    reimbursement of up to [***] percent ([***]%) of its expenses, including reasonable attorneys’ fees, in connection therewith.
    My recovery by LICENSEE of damages for past infringement in any such suit shall be applied first in satisfaction of any unreimbursed
    expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of RESEARCH FOUNDATION for any royalties
    past due or withheld and applied pursuant to this Article VII. LICENSEE shall keep the balance remaining from any such recovery.


 




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	7.5	In
    the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought
    against RESEARCH FOUNDATION, LICENSEE at its option, shall have the right, within thirty (30) days after commencement of such
    action, to intervene and take over the sole defense of the action at, its own expense except as provided In paragraph 7.4.
	 	 
	7.6	In
    any infringement suit as either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party
    hereto shall, at the request and expense of the party Initiating such suit, cooperate in all respects and, to the extent possible,
    have its employees testify when requested and make available relevant records, papers, Information, samples, specimens, and
    the like.
	 	 
	7.7	RESEARCH
    FOUNDATION warrants and represents that it has the lawful right to grant the license provided in this agreement and that it
    has not granted rights or licenses in derogation of this Agreement. RESEARCH FOUNDATION agrees that during the term of this
    Agreement, or any license granted hereunder, RESEARCH FOUNDATION shall not enter into any other agreements that conflict with
    the rights or obligations provided hereunder, including any rights and obligations provided hereunder, including any rights
    and obligations that survive termination of this Agreement.


 


ARTICLE
VIII - PRODUCT LIABILITY


 


	8.1	LICENSEE
    shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold RESEARCH FOUNDATION, the
    University and their trustees, officers, employees and affiliates, harmless against all claims and expenses, including legal
    expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any
    damage to property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever, resulting
    from the LICENSEE’s, LICENSEE’s Affiliated Companies, or any of its sublicensee’s production, manufacture,
    sale, use (both experimental and consumer), lease, consumption or advertisement of the Licensed Product(s) and/or Licensed
    Process(es) or arising from any obligation of the LICENSEE hereunder.
	 	 
	8.2	EXCEPT
    AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, RESEARCH FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES
    OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
    PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING.


 




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ARTICLE
IX - EXPORT CONTROLS


 


	9.1	It
    is understood that RESEARCH FOUNDATION is subject to United States laws and regulations controlling the export of technical
    data, computer software, laboratory prototypes and other commodities (including the Arms Export Control Act, as amended and
    the Export Administration Act of 1979), and that its obligations hereunder are contingent on compliance with applicable United
    States export laws and regulations. The transfer of certain technical data and commodities may require a license from the
    cognizant agency of the United States Government and/or written assurances by LICENSEE that LICENSEE shall not export data
    or commodities to certain foreign countries without prior approval of such agency. RESEARCH FOUNDATION neither represents
    that a license shall not be required nor that, if required, it shall be issued.


 


ARTICLE
X - NON-USE OF NAMES


 


	10.1	LICENSEE
    shall not use the names of RESEARCH FOUNDATION, the University of South Florida nor any of its employees, nor any adaptation
    thereof, in any advertising, promotional or sales literature without prior written consent obtained from RESEARCH FOUNDATION
    in each case, except that LICENSEE may state that ft is licensed by RESEARCH FOUNDATION under one or more of the patents and/or
    applications comprising the Patent Rights.


 


ARTICLE
XI – ASSIGNMENT


 


	11.1	This
    Agreement is not assignable except that (i) LICENSEE may assign this Agreement in connection with any merger, consolidation,
    sale of all or substantially all of Its assets or equity, or sales of a controlling interest In LICENSEE, and (ii) LICENSEE
    may assign this Agreement to another entity in which LICENSEE maintains at least a majority ownership interest.


 


ARTICLE
XII – ARBITRATION


 


	12.1	Any
    and all claims, disputes or controversies arising under, out of, or in connection with this Agreement, including any dispute
    relating to patent validity or infringement, which have not been resolved by good faith negotiations between the parties,
    shall be resolved by final and binding arbitration in Tampa, Florida under the rules of the American Arbitration Association,
    or the Patent Arbitration Rules if applicable, then obtaining. The arbitrators shall have no power to add to, subtract from
    or modify any of the terms or conditions of this Agreement. Any award rendered in such arbitration may be enforced by either
    party in either the courts of the State -of Florida or in the United States District Court for the Middle District of Florida,
    to whose jurisdiction for such purposes RESEARCH FOUNDATION and LICENSEE each hereby irrevocably consents and submits.


 


	12.2	Notwithstanding
    the foregoing, nothing in this Article shall be construed to waive any rights or timely performance of any obligations existing
    under this Agreement.


 




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ARTICLE
XIII – TERMINATION


 


	13.1	RESEARCH
    FOUNDATION shall have the right to terminate this Agreement at any time upon notice to LICENSEE in the event either (a) If
    LICENSEE shall file any court, pursuant to any statute either of the United States or any state a petition in bankruptcy or
    insolvency or for the appointment of a receiver or trustee of all or substantially all of LICENSEE property, or if LICENSEE
    shall make an assignment for the benefit or creditors, or if LICENSEE shall commit any other affirmative act of insolvency;
    or (b) if there shall be filed against LICENSEE in any court, pursuant to any statute either in the United States or any state,
    an involuntary petition in bankruptcy or insolvency or for reorganization, or if there shall be involuntarily appointed a
    receiver or trustee of all or substantially all of LICENSEE’s property, unless such petition or appointment is set aside
    or withdrawn or ceases to be in effect with one hundred twenty (120) days of the date of the filing or the appointment.
	 	 
	13.2	Should
    LICENSEE fail to pay RESEARCH FOUNDATION royalties due and payable hereunder, RESEARCH FOUNDATION shall have the right to
    terminate this Agreement on thirty (30) days’ notice, unless LICENSEE shall pay RESEARCH FOUNDATION within the thirty
    (30) day period, all such royalties and interest due and payable. Upon the expiration of the thirty (30) day period, if LICENSEE
    shall not have paid all such royalties and interest due and payable, the rights, privileges and license granted hereunder
    shall terminate.
	 	 
	13.3	Upon
    any material breach or default of this Agreement by LICENSEE, other than those occurrences set out in Paragraphs 13.1 and
    13.2 hereinabove, which shall always take precedence in that order over any material breach or default referred to in this
    Paragraph 13.3, RESEARCH FOUNDATION shall have the right to terminate this Agreement and the rights, privileges and license
    granted hereunder by thirty (30) days’ notice to LICENSEE. Such termination shall become effective unless LICENSEE shall
    have cured any such breach or default prior to the expiration of the thirty (30) day period.
	 	 
	13.4	LICENSEE
    shall have the right to terminate this Agreement at any time on six (6) months’ notice to RESEARCH FOUNDATION, and upon
    payment of all amounts due RESEARCH FOUNDATION through the effective date of the termination.
	 	 
	13.5	Upon
    termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation
    that matured prior to the effective date of such termination. LICENSEE may, however, after the effective date of such termination,
    sell all Licensed Products, and complete Licensed Products in the process of manufacture at the time of such termination and
    sell the same, provided that LICENSEE shall pay to RESEARCH FOUNDATION the royalties thereon as required by Article IV of
    this Agreement and shall submit the reports required by Article V hereof on the sales of Licensed Products.


 




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ARTICLE
XIV - PAYMENTS. NOTICES AND OTHER COMMUNICATIONS


 


	14.1	Any
    payment, notice or other communication pursuant to the Agreement shall be sufficiently made or given on the date of mailing
    if sent to such party by certified first class mail, postage prepaid, addressed to it at its address below or as it shall
    designate by written notice given to the other party:


 


In
the case of RESEARCH FOUNDATION:


USF
Box 30445


Tampa,
Florida 33620-3044


 


In
the case of LICENSEE:


[***]


 


ARTICLE
XV - MISCELLANEOUS PROVISIONS


 


	15.1	This
    Agreement shall be construed, governed, interpreted and applied in Accordance with the laws of the State of Florida, U.SA,
    except that questions affecting the construction and effect of any patent shall be determined by the law of the country in
    which the patent was granted.
	 	 
	15.2	The
    parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding, and supersedes and makes
    null and void any and all prior understandings and agreements, of the parties hereto as to the subject matter hereof, and
    shall not be subject to any change or modification except by the execution of a written instrument subscribed to by the parties
    hereto. Notwithstanding the foregoing, the terms and conditions of the Confidentiality Agreement between the parties dated
    ____________ shall continue in effect.
	 	 
	15.3	The
    provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to
    be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not In any way
    affect the validity or enforceability of the remaining provisions hereof.
	 	 
	15.4	LICENSEE
    agrees to mark the Licensed Products sold in the United States with all applicable United States patent numbers. All Licensed
    Products shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and practice
    of the country of manufacture or sale.
	 	 
	15.5	The
    failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement
    shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by
    the other party.


 




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IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals and fully executed this Agreement the day and year set forth
below.


 


	UNIVERSITY
    OF SOUTH FLORIDA	 	LICENSEE
	RESEARCH
    FOUNDATION, INC.	 	 
	 	 	 	 	 
	By:
    	/s/
    Martin Silbiger	 	By:
    	/s/
    Harvey Brandwein
	Name:
    	Martin
    Silbiger	 	Name:
    	Harvey
    Brandwein
	Title:
    	President	 	Title:
    	President
	Date:
    	6/28/00	 	Date:
    	6/28/00
	 	 	 	 	 
	Acknowledged
    and Agreed to:	 	 	 
	 	 	 	 	 
	 	 	 
	Inventor	 	University
    of South Florida


 




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