Exhibit 10.4


 


Certain identified information has been
excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K or pursuant to Item 601(b)(10)(iv)
because it is both not material and is the type of information that the registrant treats as private or confidential. Redacted information
is indicated by: [***]


  


AMENDED AND RESTATED LICENSE AGREEMENT


 


BETWEEN


 


THE UNIVERSITY OF BRITISH COLUMBIA


 


and


 


PROMIS NEUROSCIENCES INC.


 






     


     


    

 





AMENDED AND RESTATED
LICENSE AGREEMENT


 


This Amended and Restated License Agreement (“Agreement”)
made effective the 6th day of October, 2015,


 


BETWEEN:


 


THE UNIVERSITY OF BRITISH COLUMBIA, a corporation
continued under the University Act of British Columbia with its administrative offices at 2075 Wesbrook Mall, Vancouver, British
Columbia, V6T 1W5 (“UBC’’)


 


AND:


 


PROMIS NEUROSCIENCES INC., a corporation continued
under the laws of Canada, with a registered office at, 1920 Yonge Street, Suite 200, Toronto, ON M4S 3E2 (the “Licensee”)


 


WHEREAS:


 


(a)       UBC has been engaged in
research during the course of which it has invented, developed and/or acquired certain technology relating to misfolded proteins (UBC
file 09-093 the “ProMIS Technology”) which research was undertaken by Dr. Neil Cashman and William Guest in the UBC Department
of Medicine and Dr. Steve Plotkin in the UBC Department of Physics and Astronomy (collectively, the “Investigators”);


 


(b)       It is UBC’s objective
to exploit its technology for the public benefit, and to generate further research in a manner consistent with its status as a non-profit,
tax exempt educational institution;


 


(c)       The Licensee, under its
previous name (Amorfix Life Sciences Ltd.), and UBC entered into an exclusive license agreement effective February 4, 2009 (the “2009
License Agreement”) in which the Licensee gained exclusive worldwide rights to develop and commercialize intellectual property rights
belonging to UBC, based on the ProMIS Technology. The ProMIS Technology is useful in predicting the locations of disease-specific epitopes
(DSEs) exposed by the misfolding of protein structures in neurodegenerative diseases. These DSEs can then be targeted for diagnostic and
therapeutic purposes;


 


(d)       The 2009 License Agreement
has been amended three times, each time to add new IP to Schedule A. The first amendment (April 2009) added a prion disease marker (UBC
file 09-146), the second (April 2013) added misfolded proteins as a marker for senescent cells (UBC file 13-093), and the third (March
2014) added certain misfolding-specific epitopes in FasR (UBC file 15-172) predicted by the algorithm;


 


(e)       Steve Plotkin, has invented
a complimentary technology to the ProMIS Technology, also relating to protein misfolding (UBC file 16-073), the “Collective Coordinates
Technology” or “CCT”) and the Parties wish to include that technology in the exclusive license granted to the Licensee;


 




     


     


    

  


(f)       In addition, the Parties
wish to amend and supplement the provisions of the 2009 License Agreement, as amended, as set out herein;


 


Now, therefore, in consideration of the premises set forth herein,
as well as other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties agree
as follows:.


 


Article
1.    DEFINITIONSAND INTERPRETATION


 


Section 1.01.     
In this Agreement:


 


(a)              
“Affiliated Company” or “Affiliated Companies” means two or more corporations where the relationship between
them is one in which one of them is a subsidiary of the other, or both are subsidiaries of the same corporation, or 50% or more of the
voting shares of each of them is owned or controlled by the same person, corporation or other legal entity;


 


(b)              
“Agreement” means this license agreement;


 


(c)              
“Annual Report” means a report in the form referred to in Article 12;


 


(d)              
“Bug” means a code syntax error originating solely from the Software developed by UBC that:


 


(i)                
prevents the Software from running on a computer system which meets the specified minimum hardware/software requirements; or


 


(ii)             
causes the Software to malfunction when used within the bounds of applicability specified in any UBC supplied help file or users’
manual.


 


(iii)           
Specifically excluded from the definition of a “Bug” are any errors due, or related, to any hardware, software, update
or improvement developed by any party other than UBC;


 


(e)              
“Confidential Information” means all information, regardless of its form disclosed by either Party to the other and
designated by the discloser as confidential, whether orally or in writing, including without limitation all information and documents
related to the Technology, Improvements or IP Rights (including all derived analyses and conclusions) and this Agreement, except that
 “Confidential Information” does not include information:


 


(i)                
possessed by the recipient (the “Recipient”) prior to receipt from the disclosing party (the “Discloser”),
other than through prior disclosure by the Discloser, as evidenced by the Recipient’s business records;


 


(ii)             
published or available to the general public otherwise than through a breach of this Agreement;


 




     


     


    

 


(iii)           
 obtained by the Recipient from a Third Party with a valid right to disclose it, provided that the Third Party is not under a confidentiality
obligation to the Discloser; or


 


(iv)            
independently developed by employees, agents or consultants of the Recipient who had no knowledge of or access to the Discloser’s
information as evidenced by the Recipient’s business records;


 


(f)               
“Data” is defined in Section 2.07;


 


(g)              
“Dispute” is defined in Section 11.05;


 


(h)              
“Effective Termination Date” means the date on which this Agreement is terminated under Article 18;


 


(i)                
“FDA” means the United States Food and Drug Administration or its successor;


 


(j)                
“First Commercial Sale” means the first commercial sale of a Product on a Product by Product basis and on a country
by country basis;


 


(k)              
“ Field” means diseases in mammals, including, without limitation, the diagnosis of the presence of disease, the prediction
of the risk of disease or disease outcome, the prediction of the response to therapy, and the guiding, developing and conducting a course
of therapy; as well as the cure, mitigation, treatment and prevention of diseases in mammals;


 


(l)                
“Human Clinical Trials” means any clinical Product testing involving human subjects;


 


(m)            
“Improvements” means collectively the UBC Improvements, PROMIS Improvements and Joint Improvements;


 


(n)              
“IP Rights” means:


 


(i)                
the Patent Rights;


 


(ii)             
all copyrights relating to the Technology or any Improvements granted or existing, whether registered under any Copyright Act or
not; and


 


(iii)           
all trade secret and other know-how rights in and to all data, information, compositions, chemical compounds or biological materials
and other technology (including, but not limited to, formulae, procedures, protocols, techniques and results of experimentation and testing)
which are necessary or useful to make, have made, use, develop, sell, import or seek regulatory approval to market, a Product, or to practice
any method or process, at any time claimed or disclosed in any issued patent or pending patent application relating to the Technology
or any Improvements;


 


(o)              
“Investigators” is defined in Recital “A”;


 




    -2- 


     


    

 


(p)              
 “Joint Improvements” means improvements, variations, updates, modifications, and enhancements relating to the Technology,
including without limitation any compositions, chemical compounds or biological materials discovered, identified or developed using the
Software, which:


 


(i)              are
made, developed and/or acquired at any time after the Start Date jointly by:


 


(ii)             
the Investigators while employed by UBC, and


 


(iii)           
the Licensee, the Licensee’s Affiliated Companies, any Sublicensees or any Affiliated Companies of such Sublicensees or any
combination of the forgoing, and


 


(iv)            
cannot be legally used or practiced without infringing the Technology or IP Rights;


 


(q)              
“ Annual License Fee” is defined in Section 6.01;


 


(r)               
“New Drug Application” means an application that would satisfy the requirements for an application for FDA approval
to market a new drug as defined in U.S. FDA 21 C.F.R. 314 (or any U.S. successor legislation) or similar regulations in a country outside
the US.;


 


(s)               
“Objectionable Material” is defined in Section 10.03;


 


(t)                
“Object Code” means the machine-readable and executable version of the Software;


 


(u)              
“Patents” means the patents and patent applications identified in Schedule “A”, (as amended from time to
time), and all:


 


(i)                
counterparts, continuations, divisionals, continuing prosecution applications, continuations-in-part, and requests for continued
examinations, extensions, term restorations, renewals, reissues, re- examinations, or substitutions thereof;


 


(ii)             
corresponding international patent applications;


 


(iii)           
corresponding foreign patent applications, including supplementary protection certificates and other administrative protections;
and


 


(iv)            
foreign counterpart patents resulting therefrom;


 


(v)              
all of which will be deemed to be added to Schedule “A” from time to time. For greater clarity the Patents shall also
include any patents and patent applications that cover or claim Improvements.


 




    -3- 


     


    

 


(v)              
 “Patent Rights” means collectively the rights in and to any and all inventions that are disclosed in the Patents;


 


(w)            
“Payment Report” means a report in the form referred to in Article 12 setting out in reasonable detail how the amount
of Revenue was determined;


 


(x)              
“Phase II Clinical Trial” means a Human Clinical Trial that would satisfy the requirements for a Phase 2 study as defined
in U.S. FDA 21 C.F.R. 312.21 (b) (or any U.S. successor legislation) or similar regulations in a country outside the U.S.;


 


(y)              
“Phase III Clinical Trial” means a Human Clinical Trial that would satisfy the requirements for a Phase 3 study as
defined in U.S. FDA 21 C.F.R. 312.21 (c) (or any U.S. successor legislation) or similar regulations in a country outside the U.S.;


 


(z)              
“Product” means any product or service manufactured or provided that if made, used, sold, offered for sale or imported
absent the license granted hereunder would infringe any of the IP Rights to the Technology or any Improvements;


 


(aa)           
“PROMIS Improvements” means improvements, variations, updates, modifications, and enhancements relating to the Technology,
including without limitation any compositions, chemical compounds or biological materials discovered, identified or developed using the
Software, which are:


 


(i)                
made, developed and/or acquired at any time after the Start Date by the Licensee, the Licensee’s Affiliated Companies, any
Sublicensees or any Affiliated Companies of such Sublicensees, or jointly by any combination of the forgoing, and


 


(ii)             
which cannot be legally used or practiced without infringing the Technology or IP Rights;


 


(bb)          
“Revenue” means all revenues, receipts, money, and the fair market value of any shares or other securities, or other
consideration directly or indirectly collected or received whether by way of cash, credit or other value received by the Licensee or the
Licensee’s Affiliated Companies, but not including monies collected from any sublicensee of the Licensee or the Licensee’s
Affiliated Companies, from the development, marketing, manufacturing, sale, use or distribution of the Technology and any Improvements,
and/or any Products, less:


 


(i)                
amounts actually credited, rebated or allowed for rejections, returns or recalls of Products;


 


(ii)             
sales, use, value-added and other direct taxes incurred on the sale of Products, including applicable customs duties, surcharges
and other governmental charges incurred in exporting or importing Products;


 


(iii)           
any bona fide discounts, rebates, credits, allowances or refunds claimed by an arms length purchaser of Products and actually allowed
by the Licensee or the Licensee’s Affiliated Companies to such purchaser; and


 




    -4- 


     


    

 


(iv)            
 freight and insurance costs incurred by the Licensee or the Licensee’s Affiliated Companies, in transporting such Product
to an purchaser, provided that such charges are not directly or indirectly paid or refunded to the Licensee or the Licensee’s Affiliated
Companies by such purchaser;


 


(cc)           
“Royalty Calculation Dates” means the last day of March, June, September and December of each year during the Term;


 


(dd)          
“Royalty Term” means the longer of:


 


(i)                
the life of the Patents, and


 


(ii)             
10 years following the First Commercial Sale of a Product in any country;


 


(ee)           
“Sublicensee” means any entity who has obtained directly or indirectly through the Licensee or any Affiliated Companies
of the Licensee any rights to Technology, Improvements, IP Rights or Products, and shall include all sub- sublicensees, or any entities
that have entered into agreements with the Licensee or any Affiliated Companies of the Licensee for the use, development, co-development,
partnered development, manufacture, distribution, marketing or sale of Products or granting rights to such entities in the Technology,
Improvements or IP Rights;


 


(ff)             
“Sublicensing Revenue” means all revenues, receipts, monies, and the fair market value of any shares or other securities
and all other consideration directly or indirectly collected or received whether by way of cash, credit or other value received by the
Licensee or the Licensee’s Affiliated Companies under each agreement relating to sublicense, grant or transfer of the Licensee’s
rights in the Technology and any Improvements, and/or any Products whether by way of sublicense, assignment development agreement or otherwise.
Without limiting the generality of the forgoing Sublicensing Revenue will include all:


 


(i)                
milestone payments, royalties, license fees, option fees, and the fair market value of all consideration received in connection
with any assignment or transfer of the Licensee’s rights in the Technology and any Improvements, and/or any Products; and


 


(ii)             
research or development fees in excess of the direct reimbursement for the actual costs of such research and development incurred
by the Licensee under a written research plan and agreement, received by the Licensee or the Licensee’s Affiliated Companies from
any sublicensee relating to the Licensee’s rights in the Technology, Improvements or any Products;


 


(gg)          
“Software” means all Source Code and Object Code relating to the algorithms for identification of stable and unstable
protein structural elements and materials described in Schedule “A”;


 


(hh)          
“Source Code” means the human readable version of the Software which is capable, upon compilation, of being translated
into machine executable Object Code;


 




    -5- 


     


    

 


(ii)             
 “Start Date” means February 4, 2009;


 


(jj)             
“Technology” means the Patents, the Software, the ProMIS Technology, the Collective Coordinates Technology and all
knowledge, know-how and/or technique or techniques invented, developed and/or acquired by the Investigators while employed at UBC relating
to and including, the algorithm for identification of stable and unstable protein structural elements and materials described in Schedule
 “A”, as amended from time to time, including, without limitation, all related research, data, specifications, instructions,
manuals, papers or other related materials of any nature at all, whether written or otherwise;


 


(kk)          
“Term” is defined in Section 17.01;


 


(ll)             
“Third Party” means any person other than UBC or the Licensee or any of their respective Affiliated Companies;


 


(mm)     
“UBC Improvements” means improvements, variations, updates, modifications, and enhancements relating to the Technology,
including without limitation any compositions, chemical compounds or biological materials discovered, identified or developed using the
Software, which are:


 


(i)                
made, developed and/or acquired at any time after the Start Date by the Investigators while employed by UBC, and


 


(ii)             
which cannot be legally used or practiced without infringing the Technology or IP Rights;


 


(nn)          
“UBC Trade-marks” means any mark, trade-mark, service mark, logo, insignia, seal, design, symbol or device used by
UBC in any manner at all.


 


Section 1.02.     
For greater clarity, for the purposes of this Agreement the parties confirm that:


 


(a)              
“First Commercial Sale” shall be deemed to occur on the following dates:


 


(i)                
if a Product does not require regulatory approval for sale by the FDA or a regulatory equivalent of the FDA in another country,
then the “First Commercial Sale” of a Product shall be deemed to occur on the first sale of commercial quantities of a Product
to arms length purchasers in the applicable country; and


 


(ii)             
if a Product requires regulatory approval for sale by the FDA or a by a regulatory equivalent of the FDA in another country, then
the “First Commercial Sale” of a Product shall be deemed to occur in the United States on the regulatory approval for the
sale of the Product by the FDA and, in any country other than the United States, the first regulatory approval for sale by the regulatory
authority equivalent to the FDA in such country;


 


(b)              
all Improvements or other intellectual property contributions made by Dr. Neil Cashman and Dr. Steve Plotkin shall be in their
capacity as faculty members at UBC and shall be assigned to UBC according to UBC Policy #88 (www.universitycounsel.ubc.ca/files/2015/03/policy88.pdf).


 






    -6- 


     


    

 


Section 1.03.     For
the purposes of this Agreement, all calculations will be made using, and all defined and undefined terms will be construed in accordance
with, Canadian generally accepted accounting principles, consistently applied, and consistent with generally accepted costing methods
for similar products in the pharmaceutical industry.


 


Section 1.04.     Any
reference in this Agreement to Canadian generally accepted accounting principles refers to generally accepted accounting principles in
Canada (or International Financial Reporting Standards once adopted in Canada) as approved from time to time by the Canadian Institute
of Chartered Accountants or any successor institute.


 


Article
2.      PROPERTY RIGHTS IN &
TO THE TECHNOLOGY


 


Section 2.01.     
UBC represents and warrants to the Licensee that to the best of the knowledge of the University Industry Liaison Office manager
responsible for the management of the commercialization of the Technology, that as of the Start Date, and at the date of each amendment
to add additional IP Rights to this Agreement:


 


(a)              
all necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to
be obtained by UBC in connection with this Agreement have been obtained;


 


(b)              
the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part
of UBC;


 


(c)              
UBC is the assignee of the Technology by way of assignment from the Investigators; and


 


(d)              
there are no threatened or pending actions, lawsuits, claims or arbitration proceedings in any way relating to the Technology;


 


Section 2.02.     
Subject to the terms of this Agreement, the parties acknowledge and agree that:


 


(a)              
UBC owns all right, title and interest in and to the Technology, all UBC Improvements and all related IP Rights;


 


(b)              
UBC and the Licensee jointly own all right, title and interest in and to the Joint Improvements and all related IP Rights; and


 


(c)              
the Licensee owns all right, title and interest in and to the PROMIS Improvements and all related IP Rights.


 


Section 2.03.      The
Licensee will, at the request of UBC, sign all documents as may be required to ensure that ownership of the Technology, any UBC
Improvements and related IP Rights remain with UBC and that all Joint Improvements and related IP Rights are owned jointly by UBC
and the Licensee.


 






    -7- 


     


    

 


Section 2.04.     
Within 30 days after the last day of June and December of each year during the Term:


 


(a)              
the Licensee will give notice to UBC of the details of all PROMIS Improvements and Joint Improvements which the Licensee and, to
its knowledge, any sublicensees have developed and/or acquired during the previous 6 month period; and


 


(b)              
UBC will give notice to the Licensee of the details of all UBC Improvements developed and/or acquired during the previous 6 month
period.


 


Section 2.05.     
UBC shall provide the Licensee with a copy of the Source Code within ten days of the Effective Date of this Agreement. Upon the
request, each party shall promptly and fully disclose to the other the Improvements for which notice has been given under Section 2.04.


 


Section 2.06.     
The Licensee will at all times securely store the Technology, the Improvements and in particular the Source Code. In the event
of an unauthorized or accidental disclosure of the Source Code the Licensee will immediately:


 


(a)              
notify UBC and will provide to UBC full particulars of all information in the Licensee’s possession or control regarding
the circumstances of such unauthorized use or disclosure; and


 


(b)              
take (in full consultation with UBC) and at the Licensee’s sole cost and expense all reasonable steps deemed necessary by
UBC to remedy any such unauthorized use or disclosure, and take all reasonable steps necessary (including the commencement of any legal
action or proceedings) to recover the Source Code and to prevent its unauthorized use by any Third Party.


 


Section 2.07.     
UBC and the Licensee acknowledge and agree that subject to Section 2.02, they will jointly own the results of any testing, evaluation,
analysis or use of the Technology and any Improvements conducted by, or for, the Licensee or any sublicensee during the Term, including
any data, test results, specifications, papers or other materials prepared in connection with such testing, evaluation, analysis or use
(the “Data”). The Licensee shall return the Data to UBC on any expiry or termination of this Agreement but may retain a copy
of the Data.


 


Article
3.      GRANT OF LICENSE


 


Section 3.01.     Subject
to and in accordance with the terms and conditions set out in this Agreement, UBC grants to the Licensee a worldwide exclusive license
(including, without limitation, the exclusive right to grant sublicenses through multiple tiers in accordance with Article 4) under its
IP Rights to the Technology and any Improvements to research, discover, develop, use, make, manufacture, have made, distribute, offer
to sell, import and sell Products in the Field.


 






    -8- 


     


    

 


Section 3.02.     
The Licensee acknowledges and agrees that UBC reserves a non-assignable, non- sublicensable, non-transferable right to use, without
charge in any manner, the Technology, Improvements and IP Rights for research, scholarly publication and educational purposes.


 


Article
4.      SUBLICENSING AGREEMENTS


 


Section 4.01.     The
Licensee shall have the right to grant sublicenses to Third Parties and Affiliated Companies and allow such sublicensees to grant further
sub-sublicenses of the Technology, Improvements and IP Rights provided that:


 


(a)              
the Licensee will cause each Affiliated Company so sublicensed to perform the terms of this Agreement as if such Affiliated Company
were the Licensee hereunder;


 


(b)              
each Affiliated Company so sublicensed shall unconditionally and irrevocably covenant and agree with UBC as primary obligor, to
adopt as its own obligations every obligation of the Licensee contained or set forth in this Agreement to the extent pertinent to the
scope of such sublicense;


 


(c)              
the Licensee unconditionally guarantees the performance of each Affiliated Company hereunder as if they were signatories to this
Agreement to the extent the performance or lack of performance is a breach of this Agreement;


 


(d)              
the obligations and liabilities of each Affiliated Company and the Licensee under this Agreement shall be joint and several and
UBC shall not be obliged to seek recourse against an Affiliated Company before enforcing its rights against the Licensee;


 


(e)              
the Licensee will monitor the performance of each sublicensee that is not an Affiliated Company and will make reasonable commercial
efforts to cause each such sublicensee to fully comply with the terms and conditions of such sublicensee’s sublicense agreement;


 


(f)               
all sublicense agreements shall contain an obligation on each sublicensee to account for, and report, its sales of Product on the
same basis as if such sales were sales of the Licensee;


 


(g)              
each sublicense agreement (including all sub-sublicense agreements) shall contain covenants by the sublicensee for the benefit
of UBC to observe and perform similar terms and conditions to those in this Agreement including without limitation the mandatory sublicense
terms contained in Schedule “B”;


 


(h)              
any sublicensee who wishes to grant a further sublicense shall comply with the terms of this Article as if the further sublicense
were a sublicense hereunder, including providing to UBC and the Licensee the information described in this Article 4; and


 




    -9- 


     


    

 


(i)                
 within 10 business days of the signing any sublicense agreement, the Licensee will provide to UBC a fully executed copy of such
sublicense agreement (which copy may be redacted provided that in no event shall the mandatory sublicensing provisions contained in Schedule
 “B” be redacted in such copy) and a certificate signed by a senior officer of the Licensee to clarify that such sublicense
agreement is consistent with the terms and conditions of this Agreement and includes the mandatory sublicensing provisions contained in
Schedule “B”;


 


Section 4.02.     
As part of the Annual Report, the Licensee shall provide UBC with the names of the parties of all service agreements entered into
by the Licensee related to the Technology, Improvements and IP Rights.


 


Section 4.03.     
In the event of the termination of this Agreement, the Licensee shall provide notice to each sublicensee of such termination. Upon
written request being given to UBC by such sublicensee within 60 days of receiving notice from UBC of the termination of this Agreement
and provided that such sublicensee is not in breach of its obligations under its sublicense at the time of such request, UBC shall offer
to grant to such sublicensee a direct license to UBC’s IP Rights to the Technology and any UBC Improvements to the extent sublicensed
under such sublicensing agreement and otherwise having terms and conditions no more onerous to UBC, and no less favourable to UBC, than
the terms and conditions of this Agreement.


 


Article
5.    FINANCIAL CONSIDERATION


 


Section 5.01.     
In consideration of the licenses granted under this Agreement, the Licensee will pay to UBC during the Royalty Term, the following
royalties:


 


(a)              
on Revenue received by the Licensee or the Licensee’s Affiliated Companies a royalty rate equal to [***] percent ([***]%)
of the Revenue; and


 


(b)              
on Sublicensing Revenue received by the Licensee or the Licensee’s Affiliated Companies from any sublicensees a royalty rate
equal to [***] percent ([***]%) of the Sublicensing Revenue.


 


Section 5.02.     
The royalties set out in Section 5.01 are due and payable within 60 days of each respective Royalty Calculation Date and are to
be calculated based on:


 


(a)              
in the case of sales by the Licensee or the Licensee’s Affiliated Companies, on the Revenue received by the Licensee and
the Licensee’s Affiliated Companies, during the 3 month period immediately before the applicable Royalty Calculation Date, provided
that the Licensee shall make all commercially reasonable efforts to collect in a timely manner such Revenue; and


 


(b)              
in the case of sales by any Sublicensees or any Affiliated Companies of such Sublicensees, the Sublicensing Revenue received by
the Licensee from the Sublicensee during the 3 month period immediately before the applicable Royalty Calculation Date,


 


Section 5.03.      All
payments made by the Licensee to UBC under this Agreement will be in Canadian dollars without any reduction or deduction of any
nature or kind at all other than withholding or other taxes which may be required to be withheld under the laws of the jurisdiction
giving rise to the Revenue. Revenue which may be derived in a currency other than Canadian dollars shall be converted to Canadian
dollars in accordance with the accounting policies of the Licensee in accordance with Canadian generally accepted accounting
principles.


 






    -10- 


     


    

 


Article
6.      ANNUAL PAYMENTS


 


Section 6.01.      The
Licensee will pay to UBC an annual license fee of $[***] (Canadian funds) (the “Annual License Fee”) for each calendar year
during the Term beginning after 2011. The Annual License Fee will be paid within 30 days of the beginning of each calendar year, starting
on January 30, 2012. The Annual License Fee will not be refunded to the Licensee under any circumstances, provided that the royalties
actually paid by the Licensee under Article 5 will be credited against the Annual License Fee.


 


Article
7.      PATENTS


 


Section 7.01.     
The Licensee may identify any process, use or products arising out of the Technology, any UBC Improvements or Joint Improvements
that may be patentable, and may decide to file a patent application on same, subject to Section 7.03


 


Section 7.02.     
On the filing of a patent application under Section 7.01, the Licensee will become the licensee of the patent application on the
terms and conditions set out in this Agreement.


 


Section 7.03.      The
Licensee shall have the right to control, at its sole cost, the preparation, filing, prosecution and maintenance of all patents and patent
applications within the Patent Rights to the Technology or any Improvements, and shall consider in good faith the interests of UBC in
connection therewith. UBC shall cooperate with the Licensee, execute all lawful papers and instruments and make all rightful oaths and
declarations as may be necessary in connection therewith. The Licensee shall keep UBC timely and fully informed of the progress of the
preparation, filing, prosecution and maintenance of the Patent Rights to the Technology or any Improvements, and will give UBC and UBC’s
counsel reasonable opportunity to review and comment on the text of each patent application and other submissions relating thereto before
filing. The Licensee shall provide UBC with a copy of such patent application as filed, together with notice of its filing date and serial
number, and each such submission. The Licensee shall provide UBC with copies of all patent applications, amendments, related correspondence,
and other relevant documentation relating to such prosecution. UBC shall have the right to consult regarding the preparation, filing,
prosecution and maintenance of the Patent Rights to the Technology or any Improvements. The Licensee shall implement reasonable and timely
requests made by UBC regarding the Patent Rights to the Technology or any Improvements. The Licensee shall not abandon or allow to lapse
any Patent Rights to the Technology, any UBC Improvements or Joint Improvements without the prior written consent of UBC if such abandonment
or lapse of the Patent Right or Rights would have an adverse impact on the net benefits receivable by UBC under Article 5 of this Agreement.


 






    -11- 


     


    

 


Section 7.04.     
The Licensee will not contest the validity or scope of any patents assigned to, or owned by UBC, relating to the Technology, any
UBC Improvements or any Joint Improvements.


 


Section 7.05.     
The Licensee will ensure proper patent marking for all uses of the Technology and any Improvements licensed under this Agreement
and will clearly mark the appropriate patent numbers on any Products made using the Technology and any Improvements.


 


Article
8.      DISCLAIMER OF WARRANTY


 


Section 8.01.     Other
than expressly set out in Section 2.01, UBC makes no representations, conditions or warranties, either express or implied, regarding
the Technology, Improvements, IP Rights or the Products. Without limitation, UBC specifically disclaims any implied warranty, condition
or representation that the Technology, Improvements, IP Rights or the Products:


 


(a)              
correspond with a particular description;


 


(b)              
are of merchantable quality;


 


(c)              
are fit for a particular purpose; or


 


(d)              
are durable for a reasonable period of time.


 


UBC is not liable for any loss, whether direct, consequential, incidental
or special, which the Licensee, the Licensee’s Affiliated Companies, any Sublicensees or any Affiliated Companies of such Sublicensees
or other Third Parties suffer arising from any defect, error or fault of the Technology, Improvements, IP Rights or Products, or their
failure to perform, even if UBC is aware of the possibility of the defect, error, fault or failure. The Licensee acknowledges that it
has been advised by UBC to undertake its own due diligence regarding the Technology, Improvements, IP Rights or Products.


 


Section 8.02.     
Nothing in this Agreement:


 


(a)              
constitutes a warranty or representation by UBC as to title to the Technology, Improvements or IP Flights, or that anything made,
used, sold or otherwise disposed of under the license granted in this Agreement will not infringe the patents, copyrights, trademarks,
industrial designs or other intellectual property rights of any Third Parties, or any patents, copyrights, trade-marks, industrial design
or other intellectual property rights owned, in whole or in part, by UBC, or licensed by UBC to any Third Parties;


 


(b)              
constitutes an express or implied warranty or representation by UBC that the Licensee has, or will have the freedom to operate
or practice the Technology, Improvements or IP Rights, or the freedom to make, have made, use, sell or otherwise dispose of Products;
or


 




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(c)              
 imposes an obligation on UBC to bring, prosecute or defend actions or suits against Third Parties for infringement of patents,
copyrights, trade-marks, industrial designs or other intellectual property or contractual rights.


 


Section 8.03.    Notwithstanding
Section 8.02, if there is an alleged infringement of the Technology, UBC Improvements, Joint Improvements, IP Rights or Products, the
Licensee may prosecute litigation designed to enjoin such infringers, on receiving the prior written consent of UBC, which consent will
not be unreasonably withheld. Provided that it has first granted its prior written consent, UBC agrees to reasonably co-operate to the
extent of signing all necessary documents and to vest in the Licensee the right to start the litigation, provided that all the direct
and indirect costs and expenses of bringing and conducting the litigation or settlement are paid by the Licensee. All amounts recovered
by the Licensee as the result of such litigation will accrue to the benefit of the Licensee, provided that such amounts will be included
in the Licensee’s Revenue and subject to payment of a royalty to UBC in accordance with Article 5.


 


Section 8.04.     
If any complaint alleging infringement of any patent or other proprietary rights is made against the Licensee, the Licensee’s
Affiliated Companies, any Sublicensees or any Affiliated Companies of such Sublicensees regarding the use of the Technology, Improvements
or IP Rights, or the manufacture, use, sale or importation of the Products, the following procedure will be adopted:


 


(a)              
the Licensee will promptly notify UBC on receipt of the complaint and will keep UBC fully informed of the actions and positions
taken by the complainant and taken or proposed to be taken by the Licensee on behalf of itself or a Sublicensee;


 


(b)              
except as provided in Section 8.04(d), all costs and expenses incurred by the Licensee or any Sublicensee in investigating, resisting,
litigating and settling the complaint, including the payment of any award of damages and/or costs to any Third Party, will be paid by
the Licensee or any Sublicensee, as the case may be;


 


(c)              
no decision or action concerning or governing any final disposition of the complaint will be taken without consultation with UBC;


 


(d)              
UBC may cooperate to participate as a party in any litigation involving the complaint to the extent that the court may permit,
but any additional expenses generated by such participation will be paid by UBC (subject to the possibility of recovery of some or all
of the additional expenses from the complainant); and


 


(e)              
the Licensee will pay all royalties payable under Section 5.01 of this Agreement to UBC in trust from the date UBC receives notice
of the complaint and until a resolution of the complaint has been finalized. If the complainant is successful, then the royalties paid
to UBC in trust under this Section 8.04(e) will be returned to the Licensee, provided that the amount being returned to the Licensee is
no more than the amount paid by the Licensee to the complainant in the settlement or other disposition of the complaint. If the complainant
does not succeed, then UBC retains all royalties paid to it under this Section 8.04(e).


 






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Article
9.      INDEMNITIES AND LIMITATION
OF LIABILITY


 


Section 9.01.     
The Licensee indemnifies, holds harmless and defends UBC, its Board of Governors, officers, employees, faculty, students, invitees
and agents against any and all claims (including all associated legal fees and disbursements reasonably and actually incurred) arising
out of the exercise of any rights under this Agreement, including without limitation against any damages or losses, consequential or otherwise,
arising in any manner at all from or out of the use of:


 


(a)              
UBC’s Technology, Improvements, IP Rights; or


 


(b)              
Products


 


by the Licensee and, subject to Section 9.02, by the Licensee’s
Affiliated Companies, any Sublicensees or any Affiliated Companies of such Sublicensees, and their respective collaborators, customers
or end-users.


 


Section 9.02.     
Subject to UBC entering into a direct agreement with a Sublicensee under which such Sublicensee agrees to provide an indemnity
directly to UBC consistent with the indemnity provided in this Agreement by the Licensee, then the indemnity provided by the Licensee
in Section 9.01 shall exclude such Sublicensee, and its respective collaborators, customers or endusers.


 


Section 9.03.     
Subject to Section 9.04, UBC’s total liability, whether under the express or implied terms of this Agreement, in tort (including
negligence) or at common law, for any loss or damage suffered by the Licensee or the Licensee’s Affiliated Companies, whether direct,
indirect or special, or any other similar damage that may arise or does arise from any breaches of this Agreement by UBC, is limited to
the amount of CDN $50,000.


 


Section 9.04.     
The Licensee acknowledges and agrees that UBC will not be liable for consequential or incidental damages arising from any breach
or breaches of this Agreement, except for those arising from the gross negligence by UBC.


 


Section 9.05.      Notwithstanding
the termination or expiration of this Agreement, the rights and obligations in Article 9 will survive and continue to bind each party
and its successors and assigns.


 


Article
10.    PUBLICATION
 & CONFIDENTIALITY


 


Section 10.01.    Each
party will keep and use the other party’s Confidential Information in confidence and will not, without the other party’s
prior written consent, disclose the other party’s Confidential Information to any person or entity, except to the
party’s directors, officers, employees, faculty, students and professional advisors who require the Confidential Information
to assist such party in performing its obligations under this Agreement. Each party will maintain an appropriate internal program
limiting the distribution of the other’s Confidential Information to only those officers, employees, faculty, students and
professional advisors who require such Confidential Information in performing the such party’s obligations
under this Agreement and who have signed appropriate non-disclosure agreements.


 






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Section 10.02. 
Any party required by judicial or administrative process to disclose the other party’s Confidential Information will promptly
notify the other party and allow it reasonable time to oppose the process before disclosing the Confidential Information.


 


Section 10.03. 
UBC is not restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or
other publications, accounts of its research relating to the Technology, Improvements or IP Rights, provided that with respect to the
Confidential Information only, the Licensee is provided with copies of the proposed disclosure at least 60 days before the presentation
or publication date and does not, within 30 days after delivery of the proposed disclosure, give notice to UBC indicating that it objects
to the proposed disclosure. Any objection to a proposed disclosure will specify the portions of the proposed disclosure considered objectionable
(the “Objectionable Material”). On receiving notice from the Licensee that any proposed disclosure contains Objectionable
Material, UBC and the Licensee agree to work together to revise the proposed disclosure to remove or alter the Objectionable Material
in a manner acceptable to both the Licensee and UBC, in which case the Licensee will withdraw its objection. UBC is not restricted from
publishing or presenting the proposed disclosure as long as the Licensee’s Confidential Information has been removed.


 


Section 10.04. 
The Licensee requires of UBC, and to the extent permitted by law UBC agrees, that this Agreement, and each part of it, is confidential
and will not be disclosed to Third Parties, as the Licensee claims that the disclosure would or could reveal commercial, scientific or
technical information and would significantly harm the Licensee’s competitive position and/or interfere with the Licensee’s
negotiations with prospective Sublicensees. Notwithstanding anything contained in Article 10, the Licensee acknowledges and agrees that
UBC may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology, Improvements,
or IP Rights, and that UBC may also disclose to the inventors the amount of all payments made to UBC by the Licensee under this Agreement,
the manner or method by which such payments were calculated and all Payment Reports delivered to UBC by the Licensee in connection with
such payments.


 


Section 10.05. 
Notwithstanding the termination or expiry of this Agreement, the rights and obligations in Article 10 survive and continue to bind
the parties, their successors and assigns.


 


Article
11.    PRODUCTION & MARKETING


 


Section 11.01. 
The Licensee will not use the UBC Trade-marks or make reference to UBC or its name in any advertising or publicity, without the
prior written consent of UBC. Except as required by law, a stock exchange or regulatory authority, the Licensee will not issue a press
release regarding this Agreement or the Technology, UBC Improvements or IP Rights without first obtaining UBC’s written approval,
such approval not to be unreasonably withheld or delayed. If the Licensee is required by law to act in breach of this Article, the Licensee
will provide UBC with prior notice to permit UBC to bring an application or other proceeding to contest the requirement.


 






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Section 11.02. 
The Licensee represents to UBC that it has the infrastructure, expertise and resources to:


 


(a)          develop and commercialize the Technology, Improvements and IP Rights;


 


(b)          track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the Licensee;


 


(c)          monitor patent infringement regarding any patent relating to the Technology, Improvements and IP Rights licensed under this Agreement;
and


 


(d)          handle
the Technology, Improvements, IP Rights and any Products with care and without danger to the Licensee, its employees, agents, or the
public.


 


Section 11.03. 
The Licensee represents and warrants to UBC that it will, throughout the Term use commercially reasonable efforts to research,
develop and commercialize at least one Product. As used herein this Article 11, “commercially reasonable efforts” means those
efforts and resources consistent with the exercise of prudent scientific and business judgment as applied by Licensee to its internal
programs of similar market potential and market size, risk, and at a similar stage of development.


 


Article
12.             ACCOUNTING
RECORDS & REPORTS


 


Section 12.01. 
The Licensee will maintain separate accounts and records of all Revenue received by the Licensee and the Licensee’s Affiliated
Companies and of all business done in connection with the Technology, Improvements. IP Rights and Products. The accounts and records will
be in sufficient detail to enable proper returns to be made under this Agreement and the Licensee will cause its Sublicensees and the
Affiliated Companies of such Sublicensees, to keep similar accounts and records.


 


Section 12.02. 
The Licensee will complete and deliver to UBC:


 


(a)          within
60 days of each and every Royalty Calculation Date, completed Payment Reports substantially in the form attached as Schedule “C”,
together with the amounts payable under this Agreement. A separate Payment Report will be prepared and delivered for the Revenue received
by each Affiliated Company of the Licensee. The first Payment Report will be submitted within 60 days of the first Royalty Calculation
Date after the receipt of the first Revenue, and thereafter Payment Reports will be delivered every 3 months regardless of whether any
Revenue was received in the preceding period; and


 


(b)         on
or before April 1 of each year during the Term, starting on April 1, 2010, an Annual Report substantially in the form attached as Schedule
 “D”.


 






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Section 12.03.  Licensee
agrees to keep, for at least 3 years, complete and accurate books of account in which the particulars of all Revenue are recorded in
sufficient detail to enable royalties payable hereunder to be determined. Once a year, at the request and expense of UBC, upon at
least 30 days’ prior written notice, Licensee shall permit a nationally recognized, independent, public accounting firm
appointed by UBC to examine records solely to the extent necessary to verify such calculations. Results of any such examination
shall be made available to both parties. If such examination reveals an underpayment of royalties by 10% or more, Licensee shall pay
all costs of such examination. In the event such accountant concludes that additional royalties were owed, Licensee shall have a 30
day period to have such conclusions reviewed by its own accountants, and if they concur, the additional royalties shall be paid
within 30 days of the date of such concurrence. In the event that Licensee’s accountants do not concur with the conclusions of
the accountants retained by UBC, the parties agree to negotiate in good faith to resolve such disagreement as soon as
practicable.


 


Section 12.04. 
All information provided to UBC or its representatives under this Article 12 shall be treated as confidential by UBC.


 


Article
13.             INSURANCE


 


Section 13.01. 
During the Term and for a period which is the longer of either 3 years after the end of the Term, or 3 years after the last Product
is sold, the Licensee will procure and maintain insurance (including public liability and commercial general liability insurance), as
would be acquired by a reasonable and prudent businessperson carrying on a similar line of business.


 


Section 13.02. 
Notwithstanding Section 13.01, prior to:


 


(a)          the
start of any Human Clinical Trials; or


 


(b)          the
first use of the Technology or any Improvement, in exchange for valuable consideration,


 


The Licensee will procure the insurance (e.g., product liability, clinical
trials, public liability, and commercial general liability insurance and such other appropriate types of insurance) as would be acquired
by a reasonable and prudent businessperson carrying on a similar line of business. This insurance will be placed with a reputable and
financially secure insurance carrier and will:


 


(c)          include UBC, its Board of Governors, faculty, and officers as additional insureds;


 


(d)         provide coverage regarding all activities under this Agreement;


 


(e)         
include a waiver of subrogation against UBC, and a severability of interest and cross-liability clauses; and


 


(f)          provide that the insurer will endeavour to notify UBC at least 30 days’ prior to cancellation of the policy.


 






    -17-


     


    

 


Section 13.03. 
The Licensee will provide to UBC certificates of insurance on each annual renewal evidencing the insurance coverages of the Licensee.


 


Section 13.04. 
The Licensee will also require each Sublicensee to procure and maintain:


 


(a)          public
liability and commercial general liability insurance and such other types of insurance as would be acquired by a reasonable and prudent
businessperson carrying on a similar line of business; and


 


(b)         in any event before any Human Clinical Trials or the first use of the Technology or any Improvements in exchange for valuable consideration
by the Sublicensee, the applicable product liability, clinical trials, public liability and commercial general liability insurance in
reasonable amounts, with a reputable and financially secure insurance carrier.


 


(c)          The
Licensee will undertake commercially reasonably efforts to ensure that all Sublicensees’ policies of insurance include UBC as an
additional insured.


 


Article
14.             ASSIGNMENT & CHANGE OF CONTROL


 


Section 14.01. 
The Licensee will not assign, transfer, mortgage, pledge, financially encumber, grant a security interest, permit a lien to be
created, charge or otherwise dispose of any or all of the rights granted to it under this Agreement without the prior written consent
of UBC.


 


Section 14.02. 
Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party;
provided, however, that either party may, without such consent, assign this Agreement and its rights and obligations hereunder:


 


(a)          to
any Affiliated Company, or


 


(b)          in connection with the transfer or sale of all or substantially all of its business, or in the event of its merger, consolidation,
change in control, corporate reorganization or similar transaction,


 


(c)          provided that the permitted assignee shall assume all obligations of its assignor under this Agreement.


 


Article
15.             GOVERNING LAW


 


Section 15.01.  This
Agreement is governed by, and will be construed in accordance with, the laws of British Columbia and the laws of Canada in force in
that province, without regard to its Conflict of law rules. All parties agree that by executing this Agreement they have attorned to
the jurisdiction of the Supreme Court of British Columbia. Subject to the alternative dispute procedure set out in Article 22, the
parties agree that the British Columbia Supreme Court has exclusive jurisdiction over this Agreement.


 






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Article
16.             NOTICES


 


Section 16.01. 
All reports and notices or other documents that a party is required or may want to deliver to any other party will be delivered:


 


(a)          in writing; and


 


(b)         either
by personal delivery or by registered or certified mail or by confirmed electronic transmission (fax or email) at the address for the
receiving party set out in Section 16.2 or as varied by any notice.


 


Any notice personally delivered is deemed to have been received at
the time of delivery. Any notice mailed in accordance with this Article 16.1 is deemed to have been received at the end of the fifth day
after it is posted. Any notice sent by confirmed electronic transmission is deemed to have been received on the date of confirmed transmission
if a Business Day in the jurisdiction in which it is delivered, or if not, the next Business Day occurring thereafter.


 


Section 16.02. 
The address for delivery of notices and instructions for making payments to USC are set out in the attached Schedule “E”.
The address for delivery of notices to the Licensee shall be:


 


ProMIS Neurosciences Inc.


1920 Yonge Street, Suite 200


Toronto, ON M4S 3E2


 


Attention: Mr. Elliot Goldstein, CEO


Telephone: [***]


Fax:


Email: [***]


 


Article
17.            TERM


 


Section 17.01. 
The term (the “Term”) of this Agreement starts on the Start Date and expires (unless terminated earlier under Article
18), on a Product by Product and country by country basis on the expiry of the Licensee’s obligation to pay royalties to UBC under
Section 5.01. Upon expiry of this Agreement with respect to any Product in a particular country, the Licensee shall have with respect
to such Product and country a fully paid-up, non-exclusive license in respect of any knowhow rights to make, have made, use, sell, offer
for sale and import into such country the Product for use in the Field.


 


Article
18.            TERMINATION
OF AGREEMENT


 


Section 18.01.  This
Agreement automatically and immediately terminates without notice to the Licensee if any proceeding under the Bankruptcy and
Insolvency Act of Canada, or any other statute of similar purpose, is started by the Licensee or against the Licensee and which is
not dismissed within 120 days after the date on which the proceeding is started.


 






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Section 18.02. 
UBC may, at its option, immediately terminate this Agreement by giving notice to the Licensee if one or more of the following occurs:


 


(a)          the Licensee becomes insolvent, as evidenced, for example (without limitation) by the appointment of a receiver, a receiver manager,
the vacation of the Licensee’s chief place of business or the Licensee ceasing or threatening to cease carrying on business;


 


(b)          any
execution or other process of any court becomes enforceable against the Licensee under this Agreement or on any money due to UBC hereunder
and is not released or satisfied by the Licensee within 30 days from the process becoming enforceable; or


 


(c)          any
resolution is passed by or order made against or other steps taken by the Licensee for the winding up, liquidation or other termination
of the existence of the Licensee.


 


Section 18.03. 
Provided that the Licensee or any Affiliated Company of the Licensee is not in default of any term of this Agreement, the Licensee
shall have the right to terminate this Agreement in its entirety, in its sole discretion, upon 60 days written notice to UBC.


 


Section 18.04. 
Other than as set out in Sections 18.01 to 18.03, if a party is in material breach of this Agreement, the other party may elect
to give the party in breach written notice describing the alleged breach. If the breaching party has not cured such breach within 60 days
after receipt of such notice, the notifying party shall be entitled, in addition to any other rights it may have under this Agreement,
to terminate this Agreement effective immediately. However, if such party alleged to be in breach disputes in good faith such breach by
written notice to the other party within such 60 day period, the matter will be submitted to mediation as provided herein. In such event,
such notifying party shall not have the right to terminate this Agreement until the parties have concluded the mediation proceeding, and
such party in breach further fails to cure such breach within 30 days after the conclusion of such mediation proceeding.


 


Section 18.05. 
If this Agreement is terminated under Sections 18.01 to 18.03, the Licensee will make all outstanding royalty payments due to UBC
under Articles 5 and 6, and UBC may proceed to enforce payment of all outstanding royalties or other monies owed to UBC and to exercise
any or all of the rights and remedies available under this Agreement or otherwise available by law or in equity, successively or concurrently,
at the option of UBC. Within 30 days of the Effective Termination Date, the Licensee will deliver and transfer to UBC all Technology,
UBC Improvements and IP Rights in its possession or control and has no further right of any nature at all in the Technology UBC Improvements
and IP Rights.


 


Section 18.06.  The
Licensee and, subject to Section 4.03, the Licensee’s Affiliated Companies, any Sublicensees or any Affiliated Companies of
such Sublicensees will cease to use the Technology, UBC Improvements and IP Rights in any manner at all or to manufacture or sell
the Products within 5 days from the Effective Termination Date. The Licensee will then deliver to UBC an accounting within 30 days
from the Effective Termination Date. The accounting will specify, in or on such terms as UBC may in its sole discretion require, the
inventory or stock of Products manufactured and remaining unsold on the Effective Termination Date. UBC will instruct that the
unsold Products be stored, destroyed or sold under its direction, provided this Agreement was terminated under Section 18.02, 18.03
or 18.04. Without limitation, if this Agreement is terminated under Section 18.01, no Products will be sold without the prior
written consent of UBC. The Licensee will continue to make royalty payments to UBC in the same manner specified in Articles 5 and 6
on all Products that are sold in accordance with this Section 18.06, notwithstanding anything contained in, or any exercise of
rights by UBC, under Section 18.05.


 






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Section 18.07. 
Notwithstanding the termination for any reason or expiration of this Agreement:


 


(a)          neither party shall be released by the other party from any liability which, at the time of such termination, has already accrued
to the other party or which is attributable to a period prior to such termination, nor preclude either party from pursuing any rights
and remedies it may have hereunder or at law or in equity which accrued or are based upon any event occurring prior to such termination
or expiration;


 


(b)          Article 12 remains in full force and effect until 3 years after all payments of royalty required to be made by the Licensee to
UBC under this Agreement have been made by the Licensee to UBC and any other claim or claims of any nature or kind at all of UBC against
the Licensee has been settled; and


 


(c)          Article 4.03 and 10.0 shall survive such termination or expiration of this Agreement.


 


Article
19.            MISCELLANEOUS COVENANTS OF LICENSEE


 


Section 19.01. 
The Licensee represents and warrants to UBC that the Licensee is a corporation duly organized, existing and in good standing under
the laws of Canada and has the power, authority and capacity to enter into this Agreement and to carry out the transactions contemplated
by this Agreement, all of which have been duly and validly authorized by all requisite corporate proceedings.


 


Section 19.02. 
The Licensee will comply with all laws, regulations and ordinances, whether Federal, State, Provincial, County, Municipal or otherwise,
with respect to the Technology, Improvements, IP Rights, Products and this Agreement.


 


Section 19.03. 
The Licensee and UBC will be responsible to pay all taxes and any related interest or penalty designated in any manner at all and
imposed upon each party as a result of the existence or operation of this Agreement. If requested, each party will provide to the other
party evidence as may be required by Canadian authorities to establish that the tax has been paid. The payments specified in this Agreement
are exclusive of taxes and if either UBC or the Licensee is required to collect or remit a tax to be paid by the other Party, then the
Party required to pay such tax will pay the tax to the other Party on demand.


 


Section 19.04.  The
obligation of the Licensee to make all payments under this Agreement is absolute and unconditional and is not, except as expressly
set out in this Agreement, affected by any circumstance, including without limitation any set-off, compensation, counterclaim,
recoupment, defence or other right which the Licensee may have against UBC, or anyone else for any reason at all.


 






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Section 19.05. 
The Licensee will pay interest on all amounts due and owing to UBC under this Agreement but not paid by the Licensee on the due
date at the prime business interest rate of the Bank of Montreal, as published, plus 5% per annum
calculated annually not in advance. The interest accrues on the balance of unpaid amounts from time to time outstanding, from the date
on which portions of the amount become due and owing until payment in full.


 


Article
20.            MANAGEMENT
OF CONFLICTS OF INTEREST


 


Section 20.01. 
The Licensee acknowledges that it is aware of UBC’s Conflict of Interest Policy #97, Patent and Licensing Policy #88 and
Research Policy #87 (which are available at www.universitycounsel.ubc.ca/policies/pol icies.html), and that UBC may amend these policies
or introduce new policies from time to time.


 


Section 20.02. 
Subject to Section 20.03 the Licensee and UBC agree that:


 


(a)          the facilities and research programs of the Licensee will be conducted independently of all UBC facilities, faculty, students or
staff, and in particular, independently of and from the Investigators and the laboratory facilities made available to the Investigators
by reason of the Investigators’ employment at UBC;


 


(b)          no students, post-doctoral fellows or other UBC staff will participate or be involved in the Licensee’s research, projects
or utilize its facilities; and


 


(c)          any
disclosures of inventions made by the Investigators to the Licensee will be immediately forwarded by the Licensee to UBC.


 


Section 20.03. 
The Licensee and UBC may, from time to time, enter into written agreements to permit activities which would otherwise be prohibited
by Article 20.


 


Article
21.            MAINTENANCE
 & TECHNICAL SUPPORT


 


Section 21.01. 
UBC will have no obligation to provide ongoing support services to the Licensee other than to make reasonable efforts to support
the Licensee in fixing Bugs in any UBC developed Software. The Licensee acknowledges that:


 


(a)          such support in fixing Bugs will be provided by UBC without any specific warranty as to the functionality of the Software, and


 


(b)          that UBC is not in the business of providing support services, and that the level of any support which can be offered by UBC will
at all times be subject to UBC having the necessary resources to reasonably provide such services.


 


The Licensee will promptly reimburse UBC for all disbursements and
travel expenses incurred by UBC in providing any of the above services.


 






    -22-


     


    

 


Section 21.02. 
UBC shall make reasonable efforts to provide such technical assistance to the Licensee as the Licensee reasonably requests regarding
the Technology. Without limiting the generality of the foregoing, during such the Term, UBC shall make Dr. Neil R. Cashman, Dr. Steve
Plotkin and any other UBC employees and consultants who are inventors of the IP Rights and the Technology or Improvements available to
the Licensee for consultation, provided that Dr. Cashman, Dr. Plotkin and such other inventors are at such time employed by or under
contract with UBC and are willing to consult with the Licensee. The Licensee shall pay UBC for any such technical assistance at a commercially
reasonable consulting rate that is mutually acceptable to both parties.


 


Article
22.            MEDIATION


 


Section 22.01. 
If there is a dispute between UBC and the Licensee concerning this Agreement, then the following dispute resolution procedure will
apply:


 


(a)          if
such dispute relates to a party’s default or failure to comply with the terms of this Agreement then the non-defaulting party will,
if applicable, give notice of such default in accordance with Section 18.04;


 


(b)          if such dispute relates to any other matter, or if the party alleged to be in default under Section 18.04 disputes such default,
then one party (the “Applicant”) will deliver to the other party (the “Respondent”) written notice setting out
the particulars of any dispute;


 


(c)          the
parties will then have a 15 day period in which to settle the dispute;


 


(d)          if still unresolved at the end of the 15 day period, the matter will then be referred to mediation. The Respondent will choose
a qualified mediator acceptable to both the Respondent and Applicant. The mediator will then meet with the parties to assist the parties
in reaching a resolution of the dispute. If the parties are unable to resolve their dispute following such meeting or meetings with the
mediator, the mediator will prepare a non-binding confidential report setting out the mediator’s proposed resolution of the dispute,
and will deliver this report to the parties within 15 days from the date of the mediator’s last meeting with the parties;


 


(e)          if
the mediator is unable to facilitate a binding agreement between the parties to resolve the dispute, the parties will then have a further
15 days to resolve the dispute from receipt of the mediator’s report;


 


(f)           all
information or documents disclosed by either party under this Article 22 must be kept confidential and must not be used except to attempt
to resolve the dispute as contemplated under this Article 22; and


 


(g)          each
party must bear its own costs of complying with Article 22 and the parties must bear equally the costs of any mediator engaged.


 






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Section 22.02. 
If the dispute is not resolved in accordance with the procedures set out in Section 21.01 above, then the dispute may be submitted
for resolution to the jurisdiction of the Supreme Court of British Columbia in accordance with Section 15.01.


 


Section 22.03. 
Nothing in this Article 22 is intended to prevent a party hereto from applying to a court of competent jurisdiction for interim
protection such as, by way of example, an interim injunction.


 


Article
23.            GENERAL


 


Section 23.01. 
Nothing contained in this Agreement is to be deemed or construed to create between the parties a partnership or joint venture.
No party has the authority to act on behalf of any other party, or to commit any other party in any manner at all or cause any other party’s
name to be used in any way not specifically authorized by this Agreement.


 


Section 23.02. 
Subject to the limitations in this Agreement, this Agreement operates for the benefit of and is binding on the parties and their
respective successors and permitted assigns.


 


Section 23.03. 
No condoning, excusing or overlooking by any party of any default, breach or non- observance by any other party at any time or
times regarding any terms of this Agreement operates as a waiver of that party’s rights under this Agreement. A waiver of any term,
or right under, this Agreement will be in writing signed by the party entitled to the benefit of that term or right, and is effective
only to the extent set out in the written waiver.


 


Section 23.04. 
No exercise of a specific right or remedy by any party precludes it from or prejudices it in exercising another right or pursuing
another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity.


 


Section 23.05.  No
party shall be responsible or liable to the other for failure or delay in the performance of this Agreement due to war, fire,
accident or other casualty, labour disturbance, act of the public enemy, act of God, or any other contingency beyond that
party’s reasonable control. In the event of applicability of this Article, the party affected by such force majeure shall use
its best efforts to eliminate, cure and overcome any such causes and resume performance of its obligations as soon as possible.


 






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Section 23.06. 
The parties agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts, as may be necessary
or appropriate to carry out the intent and purpose of this Agreement.


 


Section 23.07. 
All terms which require performance by the parties after the expiry or termination of this Agreement, will remain in force despite
this Agreement’s expiry or termination for any reason.


 


Section 23.08. 
Part or all of any Article that is indefinite, invalid, illegal or otherwise voidable or unenforceable may be severed and the balance
of this Agreement will continue in full force and effect.


 


Section 23.09. 
This Agreement sets out the entire understanding between the parties and no changes are binding unless signed in writing by the
parties to this Agreement


 


Section 23.10. 
Time is of the essence of this Agreement.


 


Section 23.11. 
Unless the contrary intention appears, the singular includes the plural and vice versa and words importing a gender include other
genders.


 


Section 23.12. 
This Agreement may be executed in two counterparts, each of which shalt be deemed an original and which together shall constitute
one instrument.


 


IN WITNESSETH WHEREOF, the Parties have executed this Agreement effective
the date first written above.


 


	SIGNED FOR AND ON BEHALF OF	SIGNED FOR AND ON BEHALF OF
	THE UNIVERSITY OF BRITISH COLUMBIA	PROMIS NEUROSCIENCES INC.
	 	 
	/s/ J.P. Heale	/s/ Elliot Goldstein
	J.P. Heale, PhD, MBA	Elliot Goldstein, MD
	Managing Director, University-Industry Liaison Office	President & CEO
	Authorized signatory	Authorized signatory



 






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SCHEDULE A


PATENTS & TECHNOLOGY 


 


[Intentionally omitted]


 









    -26-


     


    

 


SCHEDULE B


MANDATORY SUBLICENSING PROVISIONS


 


	1.	The Sublicensee shall acknowledge all ownership of the sublicensed Technology,
Improvements, IP Rights and Patents as set out in Section 2.02 of the License Agreement between UBC and PROMIS NEUROSCIENCES INC. (in
this Schedule "B", the "License Agreement').
	 	 



	2.	The Sublicensee shall acknowledge that UBC reserves a right to use the Technology,
Improvements and IP Rights without charge in any manner for research, scholarly publication, and educational purposes in accordance with
the terms of the License Agreement.
	 	 



3.             Publication
and Confidentiality:


 


		(a)	The Sublicensee shall keep and use all of UBC's Confidential Information in confidence
and will not, without UBC's prior written consent, disclose any of UBC's Confidential Information to any person or entity, except those
of the Sublicensee's directors, officers, employees, technical consultants and professional advisors who require said Confidential Information
in connection with the Sublicensee performing its obligations or exercising its rights under the sublicense agreement. The Sublicensee
shall also covenant and agree that it will initiate and maintain an appropriate internal program limiting the internal distribution of
UBC's Confidential Information to only those directors, officers, employees, technical consultants and professional advisors who require
said Confidential Information in connection with the Sublicensee performing its obligations or exercising its rights under the sublicense
agreement and who are under obligations of confidentiality consistent to those of the License Agreement.
	 	 	 



		(b)	The Sublicensee shall acknowledge that UBC shall not be restricted from presenting
at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts of its research
relating to the Technology, Improvements and IP Rights in accordance with the terms of the License Agreement.
	 	 	 



	4.	The Sublicensee shall agree not to use UBC's names, trade-marks, service marks,
logos, insignia, seal, or designs without the prior written consent of UBC.
	 	 



	5.	The Sublicensee shall procure and maintain insurance in accordance with Section
13.04 of the License Agreement.
	 	 



 






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	6.	The Sublicensee shall acknowledge and agree that UBC make no representations, conditions
or warranties, either express or implied, with respect to the Technology, Improvements, IP Rights or Products. Without limiting the generality
of the foregoing, the Sublicensee shall acknowledge that:
	 	 



		(i)	UBC specifically disclaim any express or implied warranty, condition or representation
as to title to the Technology, Improvements or IP Rights or that anything made, used, sold or otherwise disposed of under the license
granted in the sublicense agreement will not infringe the patents, copyrights, trade-marks, industrial designs or other intellectual property
rights of any third parties, including any patents, copyrights, trade-marks, industrial design or other intellectual property rights owned,
in whole or in part, by UBC or licensed by UBC to any third parties;
	 	 	 



(ii)           
UBC makes no express or implied warranty, condition or representation that the Licensee or Sublicensee has, or will have the freedom
to operate or practice the Technology, Improvement or IP Rights, or the freedom to make, have made, use, sell or otherwise dispose of
Products;


 


(iii)          
UBC is under no obligation to bring, prosecute or defend actions or suits against third parties for infringement of patents, copyrights,
trade-marks, industrial designs or other intellectual property or contractual rights.


 


	7.	The Sublicensee shall acknowledge and agree that UBC will not be liable for any loss, whether direct,
consequential, incidental or special, which the Sublicensee or any other third parties suffer, arising from any defect, error or fault
of the Technology, Improvements, IP Rights or Products, or their failure to perform, even if UBC is aware of the possibility of a defect,
error, fault or failure. The Sublicensee will also acknowledge that it has been advised to undertake its own due diligence regarding the
Technology, Improvements, IP Rights and Products, and that UBC are under no obligation to bring, prosecute or defend actions or suits
against third parties for infringement of patents, copyrights, trade-marks, industrial designs or other intellectual property or contractual
rights in relation to the Technology, Improvements, IP Rights or Products.
	 	 



	8.	The Sublicensee shall indemnify holds harmless and defend UBC and its Board of Governors, officers, employees,
faculty, students, invitees and agents against any and all third party claims against such indemnitiees (including all associated legal
fees and disbursements actually incurred) arising out of the exercise by Sublicensee of any rights under the Sublicense Agreement, including
without limitation against any damages or losses, consequential or otherwise, resulting from such third party claims based in any manner
at all from or out of the use of the Technology, Improvements, IP Rights or Products by the Sublicensee or its Affiliated Companies, and
their respective collaborators, customers or end users.
	 	 



	9.	The Sublicensee shall agree to limit its claims against UBC, whether under the express or implied terms
of the sublicense agreement or the License Agreement, in tort (including negligence) or at common law, for any loss or damage suffered
by the Sublicensee or any Affiliated Companies of the Sublicensee, whether direct, indirect or special, or any other similar damage that
may arise or do arise from any actions or inactions, defaults or breaches by UBC, or its Board of Governors, officers, employees, faculty,
students or agents, to is limited to the amount that is the lesser of CDN $25,000 and the amount paid to UBC pursuant to License.
	 	 



	10.	The Sublicensee shall also acknowledge and agree that UBC will not be liable for consequential or incidental
damages, including any consequential or incidental damages arising from any breach or breaches of the sublicense agreement or the License
Agreement except for those arising from the gross negligence by UBC.



 






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	11.	The Sublicense shall include termination provisions such that the sublicense agreement shall terminate
on equivalent termination provisions as those in the license.
	 	 



	12.	The Sublicensee shall cease to use the Technology, Improvements and IP Rights in any manner whatsoever
and shall cease to manufacture Products within five days from the effective date of termination of the Sublicense Agreement.
	 	 



	13.	The Sublicensee shall maintain separate accounts and records of all business done in connection with the
Technology, Improvements, IP Rights, including without limitation accounts and records of all Revenue received from Products. These accounts
and records will be in sufficient detail to enable proper returns to be made by the Licensee to UBC under the License Agreement.



 






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SCHEDULE "C" 


 


[Intentionally omitted]


 






    -30-


     


    

 


SCHEDULE "D" 


 


[Intentionally omitted]


 






    -31-


     


    

 


SCHEDULE "E"


 


ADDRESS FOR NOTICES & PAYMENT INSTRUCTIONS


 


1.           
The address for delivery of notices to UBC is:


 


The Director


University — Industry Liaison Office

The University of British Columbia

#103 — 6190 Agronomy Road

Vancouver, British Columbia

V6T 1Z3


Telephone:[***]

Fax: [***]


 


2.           
Payment of all amounts due to UBC under the terms of this license may be made as follows:


 


a)           
by cheque made payable to "The University of British Columbia" delivered to UBC at the above address; or


 


b)           
by wire transfer in accordance with the instructions set out below:


 


Note: Please ensure ALL of the information is provided
for efficient receipt of wire payments:


 


	
    For Canadian $ Deposits via wire (General)

     
	For US S Deposits via wire:
	Pay Via: SWIFT [***]	Pay Via: SWIFT [***]
	
    Pay to: [***]

     
	Pay to: [***]
	
    Bank Address:

    [***]
	
    Bank Address:

    [***]

	
    For Account: [***]

     
	For Account: [***]
	
    Beneficiary: The University of British Columbia

    Reference: [***]

    Phone: [***]

    Re: [***]

    For Royalties use [***]

    For Patent Fees use [***]

    Dept Name: [***]
	
    Beneficiary: The University of British Columbia

    Reference: [***]

    Phone: [***]

    Re: [***]

    For Royalties use [***]

    For Patent Fees use [***]

    Dept Name: [***]

	 	
    Cover/Reimbursement:
    SWIFT [***]

    Receiving Bank: [***]

    ([***])

    Beneficiary Bank: /[***]

    [***]



 








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