Exhibit 10.33


 


Certain identified information has been
excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns 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: [***] 


 


TECHNOLOGY LICENSE
AGREEMENT


 


DR. NEIL ROY CASHMAN


 


AND


 


AMORFIX LIFE SCIENCES
LTD.


 


-AWAITING SCHEDULE
C-


PATENT APPLICATION


 


FEB. 1, 2006


 






     


     


    

 


TECHNOLOGY
LICENSE AGREEMENT


 


THIS
AGREEMENT is made and effective as of the 1st day of February 2006.


 


BETWEEN:


 


DR. NEIL ROY CASHMAN,
located at [***]


 


(hereinafter “CASHMAN”)


 


- and -


 


AMORFIX LIFE SCIENCES LTD.,
with offices


located at 3080 Yonge St.,
Suite 6020


Toronto, Ontario, M4N 3M1,
Canada


 


(hereinafter “Licensee”
or “AMF”)


 


WHEREAS
CASHMAN, while employed by the University of Toronto (“University”), made an invention titled “A Disease-Specific Epitope
for Superoxide Dismutase-1” (“Invention”);


 


WHEREAS
CASHMAN disclosed the Invention to the University on June 6, 2005 described in Schedule A;


 


WHEREAS
by an Assignment of Rights from the University on July 14, 2005, Schedule B, CASHMAN requested and received full ownership to the Invention
to exploit for commercialization purpose under the University’s Invention Policy;


 


WHEREAS
Licensee is a public biotechnology corporation engaged in the research and development of human diagnostic and therapeutic drugs for
the treatment of misfolded protein diseases;


 


WHEREAS
Licensee wishes to file a patent application listed in Schedule C;


 


WHEREAS
Licensee, subject to approval of Toronto Stock Venture Exchange (“TSX”), wishes to commercialize, develop, manufacture, market,
distribute and sell products which may be derived in whole or in part from the practice of the Technology and therefore desires to obtain
a license for the Technology; and


 


WHEREAS
CASHMAN, subject to approval by the University, is willing to grant a license under the terms and conditions set forth hereinafter; and


 


NOW THEREFORE
in consideration of the premises and the mutual covenants, terms, conditions and agreements contained herein, and other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:


 






    Page 2 of 17


     


    

 


ARTICLE
1


 


INTERPRETATION


 


	1.1	Definitions



 


In this
Agreement, the following terms have the meanings set forth below unless there is something in the subject matter or context inconsistent
therewith:


 


“Affiliate”
shall mean any company or other legal entity controlling, controlled by or under common control with Licensee. The term “control”
means the ability to direct the management and policies of said entity, whether through ownership of equity, by contract or otherwise;


 


“Agreement”
means this Technology License Agreement including all attached schedules, as the same may be supplemented, amended, restated or replaced
in writing from time to time;


 


“Calendar
Quarter” shall mean the period of time ending on March 31, June 30, September 30 and December 31 of each year;


 


“Confidential
Information” means this Agreement and its terms and conditions, the Know-how, the Materials and any information, which is non-public,
confidential or proprietary in nature, including, without limitation, business information, trade secrets, and any information related
to the Technology, whether written, oral or in electronic form, provided that tangible materials are marked as confidential, and provided
that information given orally is identified as confidential at the time of disclosure, and confirmed as confidential in writing within
fifteen (15) days, but shall not include information that:


 


		(a)	is
                                            or becomes generally available to the public other than as a result of any act by a Party
                                            to this Agreement;



 


		(b)	is
                                            rightfully received from a Third Party without similar restriction or without breach of this
                                            Agreement:



 


		(c)	a
                                            Party is able to demonstrate, in writing, was known to it on a non-confidential basis; or



 


		(d)	was
                                            independently developed by a Party without the use of any of the Confidential Information.



 


“Effective
Date” shall mean the date first shown in this Agreement;


 


“Field
of Use” means the practice of the Technology as it relates to research, diagnostic and therapeutic applications of the Technology;


 


“First
Commercial Sale” has occurred when a Licensed Product is sold to a Third Party purchaser anywhere in the Territory.


 






    Page 3 of 17


     


    

 


“Net
Sales” shall mean, with respect to any Licensed Product, the invoiced sales price of such Licensed Product billed to independent
customers who are not Affiliates and paid, less the following amounts, to the extent actually included in the invoiced sales price:
(a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such independent customers for spoiled, damaged,
out dated and returned Product; (b) actual freight and insurance costs incurred in transporting such Product in final form to such customers;
(c) trade discounts, cash discounts, quantity discounts, rebates and other price reduction programs; (d) sales, value added and other
direct taxes incurred; and (e) customs duties, surcharges and other governmental charges incurred in connection with the exportation
or importation of such Product in final form.


 


“Improvements”
means any and all improvements, variations, updates, modifications or enhancements to the Technology that are within the scope of the
claims of the resultant Patents set out in the disclosure as set forth in Schedule A and which are solely owned or controlled by CASHMAN;


 


“Including”
means “Including without limitation” and the term “Including” shall not be construed to limit any general statement
which it follows to the specific or similar items or matters immediately following it;


 


“Know-how”
means any and all trade secrets, technical expertise, knowledge, confidential information and know-how, whether patentable or unpatentable
relating to the design and manufacture of the Licensed Product, whether in written, machine readable, drawing or oral form, including,
without limiting the generality of the foregoing, all technical information, raw material data, product specifications, processes and
designs, operating and production data, calculations, computer programs, instructions and techniques, quality control and other standards,
and drawings relating thereto whether developed by SWCHSC or the Licensee that exists as of or following the date of this Agreement;


 


“Licensed
Product” means any product derived from, or partially from, at least one claim of the Patents set forth in Schedule C or derived
from the Know-how or from the Improvements;


 


“Material”
means the Original Material together with any Progeny or Unmodified Derivatives;


 


“Milestones”
refers to the events which Licensee has agreed to accomplish within defined periods of time. The Milestones are described in Schedule
D of this Agreement.


 


“Original
Material” means hybridomas and antibodies defined in the Field of Use and described in the Patent.


 


“Parties”
means CASHMAN and the Licensee collectively, and “Party” means any of them;


 


“Patents”
means the patents and/or patent applications listed in Schedule C appended hereto, and shall include any divisional, re-examination,
renewal, continuation or continuation-in-part applications based on the said patents and patent applications, any patents which may issue
on, from or as a result of any of the foregoing, and any reissue of said patents.


 


“Prime
Rate” means the rate of interest expressed as a rate that The Royal Bank of Canada establishes at its office in Toronto as
the reference rate of interest that it will charge on that day for Canadian dollar demand loans to its customers in Canada and
which it at present refers to as its prime rate;


 






    Page 4 of 17


     


    

 


“Progeny”
means an unmodified descendant from the Original Material, such as virus from virus, cell from cell, or organism from organism;


 


“Technology”
means the Patents, the Know-how and the Improvements that are owned and controlled by CASHMAN and related to DSE 2 and 3;


 


“Territory”
means each and every country of the world;


 


“Third
Parties” means a party who deals with a Party to the Agreement at arm’s length, as that term is defined in the Income
Tax Act (Canada) on the date hereof; and


 


“Unmodified
Derivatives” means substances created by Licensee which constitute an unmodified functional sub-unit or an expression product
of the Original Material including, but not limited to, subclones or unmodified cell lines, purified or fractionated sub sets of the
Original Material, proteins expressed by DNA/RNA supplied by Licensor, monoclonal antibodies secreted by a hybridoma cell line, or sub
sets of the Original Material such as novel plasmids or vectors.


 


	1.2	Captions



 


Captions
or descriptive words at the commencement of the various sections are inserted for convenience only, and are in no way to be construed
as part of this Agreement or as a limitation upon the scope of the particular section to which they refer.


 


	1.3	Currency



 


Unless
specified otherwise, all statements of or references to dollar amounts in this Agreement are to lawful money of the United States of
America.


 


	1.4	Schedules



 


The following
schedules form part of this Agreement:


 


Schedule A    University
of Toronto Invention Disclosure


Schedule B    Assignment
of Rights from University to CASHMAN


Schedule C    Patent
Applications


Schedule D    Milestones


 


ARTICLE
2



TECHNOLOGY LICENSE


 


	2.1	Grant
                                            of License for Technology



 


Subject
to the terms and conditions hereinafter set forth, CASHMAN hereby grants to Licensee:


 


		a)	an
                                            exclusive license, within the Territory and within the Field of Use, to make, have made,
                                            use, sell or import any Licensed Product, the claimed subject matter of any Patents and Improvements,
                                            to disclose Confidential Information to sub-licensees, and to otherwise practice the Technology;



 






    Page 5 of 17


     


    

 


		b)	an
                                            exclusive right to grant sub-licenses of all rights set out in Section 2.1(a) above.; and



 


		c)	an
                                            exclusive option to purchase the Technology within (5) years from the Effective Date.



 


	2.2	Reserved
                                            Rights



 


CASHMAN
and the University, reserve the royalty-free right to a non-assignable, non-transferable, perpetual, royalty free, non-exclusive license
to use the Technology for research, teaching and administrative purposes,


 


	2.3	Publication
                                            Rights



 


CASHMAN
and Licensee shall have the right to publish or disclose the results arising from any research in relation to the Technology. The Party
proposing the publication or disclosure (hereinafter “1st Party”) will provide a copy of any such proposed publication or
disclosure to the other Party (hereinafter “2nd Party”) for review at least thirty (30) days before submission for publication
or disclosure. Upon receipt of such notification from the is Party, the 2nd Party will have twenty (20) days to request the 1st Party
to either:


 


		a)	Delay
                                            publication up to sixty (60) additional days to enable the 2nd Party to secure intellectual
                                            property protection of any intellectual property that would be disclosed or published; or



 


		b)	Delete
                                            any Confidential Information provided by the 2nd Party from the manuscript or proposed disclosure.



 


ARTICLE
3



CONSIDERATION


 


	3.1	Consideration



 


In consideration
of the granting of this license, Licensee agrees to carry out those activities set out in Schedule D: Milestones hereto;


 


	3.2	Royalty



 


In consideration
of the granting of this license, Licensee, together with all Affiliates, shall pay a royalty payment (“Royalty Payment”)
of [***] ([***]%) of the Net Sales, in respect of all sales of Licensed Products sold by Licensee or its Affiliates, made during the
term of this Agreement. Subject to section 2.1c, when Licensee elects to purchase the Technology, the Royalty Payments to CASHMAN will
cease effective the signing date of the Assignment Fee agreement.


 






    Page 6 of 17


     


    

 


	3.3	Assignment
                                            Fee



 


In accordance
with section 2.1(c), Licensee shall have the option to purchase the Technology owned by CASHMAN upon payment of additional consideration
in the amount of $100,000, payable in cash and/or equity in Licensee at fair market value (valued as of the date of the exercise of the
option) in such proportion as may be agreed by Licensee and CASHMAN. Upon exercise of the option and payment of all such additional consideration,
CASHMAN will cooperate to have ownership of all Patents and other registered intellectual property protection covering the Technology
transferred to the Licensee or its designate in a timely fashion. Notwithstanding such assignment, the Technology shall remain subject
to the provisions of section 2.2.


 


	3.4	Accounting
                                            and Records



 


		a)	The
                                            Royalty payments under Section 3.2 are to be paid by Licensee to CASHMAN on a quarterly basis
                                            and shall be made within thirty (30) days after the end of the Calendar Quarter of each year
                                            during the term of this Agreement.



 


		b)	The
                                            Parties acknowledge that the royalties and fees payable hereunder for all sales of Licensed
                                            Products within Canada are subject to the Canadian Goods and Services Tax (“GST”).
                                            Licensee hereby agrees to remit such amounts to CASHMAN as required under Canadian GST legislation.



 


		c)	Royalties
                                            shall be paid to CASHMAN free and clear of all taxes including income and turn-over taxes,
                                            except such taxes as the Licensee shall be required by law to withhold.



 


		d)	Licensee
                                            agrees to keep complete and accurate books of account in which the particulars of all sales
                                            of Licensed Product are recorded in sufficient detail to enable royalties payable hereunder
                                            to be determined.



 


		e)	CASHMAN,
                                            or their authorized representatives, shall have the right from time to time, upon forty five
                                            (45) days prior written notice to Licensee, to audit Licensee’s said books and records
                                            of accounts and all of the documents and other materials in the possession or under the control
                                            of Licensee with respect to the subject matter of this Agreement. CASHMAN reserves the right
                                            to confirm any information learned in the course of such audit with individuals or corporations
                                            that have purchased a Licensed Product from Licensee to verify the accuracy of Licensee’s
                                            royalty payments and compliance with the terms hereunder. Licensee shall preserve and keep
                                            available to CASHMAN all such books and records, documents, contracts, and other data with
                                            respect thereto for a period of six (6) years.



 


		f)	In
                                            the event that any audit of the books and records of Licensee reveals an error in excess
                                            of ten percent (10%) to the detriment of CASHMAN, then Licensee shall bear all the costs
                                            of said examination and pay forthwith all outstanding amounts together with the appropriate
                                            interest thereon. Further, in the event of an error in excess of ten percent (10%) to the
                                            detriment of CASHMAN, CASHMAN may terminate this Agreement according to Section 6.2 herein.



 






    Page 7 of 17


     


    

 


		g)	Each
                                            royalty payment hereunder shall be accompanied by a statement of the Net Sales certified
                                            correct by the chief financial officer of Licensee. In addition, Licensee shall provide to
                                            CASHMAN within thirty (30) days following March 31st and September 30th in each year, a progress
                                            report in relation to the development of the Licensed Products, a written report of marketing
                                            activity undertaken in the preceding fiscal year, and a forecast of sales for the next fiscal
                                            year. Further, Licensee agrees to provide CASHMAN with an analysis of the general market
                                            situation, or such activities by competitors that may materially affect the market for Licensed
                                            Products, whether adverse or beneficial.



 


		h)	Interest
                                            shall be payable on any amounts owed by one Party to another Party which are not paid when
                                            due, at the Prime Rate plus 3% per annum, compounded monthly. The payment of interest shall
                                            not be deemed an alternative to the payment of amounts owing on the due dates, which payment
                                            shall be deemed to be in default, and if such default is not remedied within thirty (30)
                                            days of written notice thereof, CASHMAN may terminate this Agreement as provided in Section
                                            6.2 herein.



 


ARTICLE
4



INTELLECTUAL PROPERTY


 


	4.1	Know-how



 


CASHMAN
shall furnish the Know-how and Original Material to Licensee within a reasonable period of time following the execution of this Agreement.


 


	4.2	Patents
                                            and Patent Applications



 


		a)	Licensee,
                                            in the name of CASHMAN, shall file, prosecute and maintain the Patents. Licensee, in consultation
                                            with CASHMAN, shall determine in which countries to pursue patent applications. In the event
                                            that Licensee elects not to support a patent application or to continue prosecution in any
                                            country, CASHMAN may, at its sole discretion, file such patent or continue such prosecution
                                            in that country at its own expense. In such a case, Licensee would not have any rights to,
                                            or in, any patents arising from such applications.



 


		b)	Licensee
                                            undertakes to keep CASHMAN reasonably advised of the progress of prosecution and of any actions
                                            Licensee proposes to take or has taken in connection with the prosecution or maintenance
                                            of the Patents. Licensee will diligently endeavor to provide CASHMAN with copies of correspondence
                                            and all actions issued by patent authorities. CASHMAN agrees to cooperate with Licensee on
                                            all matters related to discussions, drafting of responses and any document in general necessary
                                            in this connection.



 






    Page 8 of 17


     


    

 


	4.3	Improvements



 


Either
Party hereto shall inform the other Party promptly of any patent filings associated with the Improvements. Licensee agrees to pay all
expenses associated with the filing and prosecution of such patent applications that are owned and controlled by CASHMAN. Such applications
shall then be included in the definition of Patents. If Licensee elects not to pay all expenses associated with the filing and prosecution
of such patent applications for such Improvements, CASHMAN shall have the right to apply for patents at its own expense, and Licensee
shall have no rights to any patents resulting from such applications. It is understood that Licensee shall not be obligated to undertake
responsibility with respect to any such Improvements or developments unless it elects to do so.


 


	4.4	Infringement



 


Each
Party shall notify the other Party promptly of any infringement, limitation or unauthorized use of any Patents by a Third Party of which
such Party becomes aware.


 


Licensee
shall have the sole right, at its own expense to bring any action on account of any such infringements, limitations or unauthorized use
of the Patents. CASHMAN agrees, at the request of Licensee, to execute the writ and such other papers as may require the signature of
CASHMAN in the prosecution of such suit, and to render to Licensee all reasonable assistance in the prosecution of such suit. Licensee
agrees to reimburse CASHMAN for its reasonable expenses incurred in complying with any such request of Licensee. Finally, CASHMAN shall
have the right to be represented in the litigation by counsel of CASHMAN’s choice, but at CASHMAN’s own expense. Licensee
shall be entitled to keep all the proceeds obtained from such a suit or settlement resulting from such suit and CASHMAN shall receive
8% of the proceeds of any judgment or settlement less the legal fees and costs incurred by Licensor in connection with such suit. If
Licensee does not undertake such action, it shall notify CASHMAN of its election within sixty (60) days following the receipt of notice
of such infringement. CASHMAN may then prosecute the same, at its expense, provided that CASHMAN notifies Licensee of CASHMAN’s
intention to file suit at least fifteen (15) days prior to filing thereof. In such event, unless Licensee then notifies CASHMAN within
such fifteen (15) day period that Licensee agrees to bear one-half of the expense of prosecuting such suit, all recoveries had or obtained
in such suit shall be the sole property of CASHMAN whereby no settlement will be made without the prior written approval of Licensee.
If Licensee notifies CASHMAN that Licensee agrees to bear one-half of such expenses, and if Licensee pays CASHMAN from time to time as
expenses are incurred, then all recoveries had or obtained in such suit shall be divided equally between CASHMAN and Licensee.


 


CASHMAN
will defend, at its expense, any suit against Licensee to the extent it is based on a claim that use of the Technology as permitted hereunder
in the Territory infringes any patent applicable in the Territory. Further, CASHMAN will pay those damages or costs finally awarded by
a court or tribunal of final appeal against Licensee in such action which are attributable to such claim, provided that Licensee:


 


		·	notifies
                                            CASHMAN promptly in writing of any such action and all prior related claims;



 


		·	gives
                                            CASHMAN sole control of the defense of same and all negotiations for its settlement or compromise;
                                            and



 


		·	provides
                                            to CASHMAN, at CASHMAN’s expense, all available information, assistance and authority
                                            to make such defense.



 






    Page 9 of 17


     


    

 


	4.5	Confidentiality



 


		a)	Confidential
                                            Information is the property of the Party disclosing it, and the ownership of any and all
                                            right, title and interest therein, including all intellectual property rights, shall at all
                                            times remain exclusively vested in the disclosing party.



 


		b)	For
                                            a period of three (3) years from the date of disclosure of Confidential Information, each
                                            Party agrees to maintain in confidence all Confidential Information disclosed with the same
                                            degree of care as it normally takes to preserve its own confidential information of similar
                                            grade, but in any event, no less than a reasonable degree of care.



 


		c)	Each
                                            Party may only disclose Confidential Information to persons with a “need to know”
                                            who have written obligations of confidence, and the Confidential Information shall only be
                                            used to carry on or facilitate business as contemplated under this Agreement.



 


		d)	d)A
                                            Party may disclose Confidential Information pursuant to the requirements of a government
                                            agency or pursuant to a court order, provided that the Party shall take all reasonable steps,
                                            including, but not limited to the seeking of an appropriate protective order, to preserve
                                            the confidentiality of the Confidential Information provided.



 


		e)	If
                                            this Agreement is terminated for any reason, any Party in receipt of Confidential Information
                                            shall promptly deliver or destroy all Confidential Information of the disclosing Party without
                                            retaining copies thereof, except where such copies are required for audit, inspection or
                                            legal proceeding arising from this Agreement.



 


ARTICLE
5



REPRESENTATIONS, WARRANTIES AND INDEMNITY


 


	5.1	Representations
                                            and Warranties of Parties 



 


Licensee
represents and warrants to CASHMAN that:


 


		a)	Licensee
                                            is a corporation duly organized, validly existing and in good standing, and it has the right
                                            and authority to enter this Agreement, and do all acts and things as required or contemplated
                                            to be done, observed and performed by them hereunder;



 






    Page 10 of 17


     


    

 


CASHMAN
represents and warrants to Licensee that:


 


		a)	CASHMAN
                                            is an individual in good standing, and it has the right to grant the license to the Licensee
                                            as provided herein and that such grant is not in conflict with any other agreement to which
                                            he is a party.



 


CASHMAN
hereby disclaims any representation and warranty of: fitness for any particular purpose; merchantability; scope, patentability or validity
of the Patents set out in Schedule C; that the Technology is safe for any use or purpose whatsoever ; or non-infringement of any Third
Party rights. Further, any Material delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous
properties.


 


Both
CASHMAN and Licensee represent and warrant to each other that:


 


		a)	The
                                            execution, delivery and performance of this Agreement does not contravene any law, rule or
                                            regulation of any Party or of the jurisdiction in which it is incorporated.



 


	5.2	Indemnity



 


Licensee
shall indemnify and hold harmless the CASHMAN from and against any and all claims, threats, loss, liability, damage or expense, including
reasonable attorney’s fees, by reason or arising out of any acts or failure to act by or out of any use of Technology, Patents,
Materials or Licensed Products by sub-licensees or by Licensee or its servants, agents, officers, directors, stock-holders, employees,
or customers. The Party seeking indemnification shall give the Licensee prompt notification of any such claim, threat, loss, liability,
damage or expense. The indemnity provided herein shall survive any termination or assignment of this Agreement without time limit.


 


	5.3	Insurance



 


Licensee,
at its own expense and at all times, during the term of this Agreement, shall carry and maintain in full force and effect comprehensive
general liability insurance policy in the amount of one million dollars ($1,000,000).


 


ARTICLE
6



TERM AND TERMINATION


 


	6.1	Term



 


This
Agreement shall come into effect upon the Effective Date, and unless earlier terminated, shall terminate on the expiration or invalidity
of the last issued Patent or twenty (20) years, whichever is longer.


 






    Page 11 of 17


     


    

 


	6.2	Termination



 


		a)	The
                                            occurrence of any one or more of the following events shall constitute a fundamental breach
                                            of this Agreement and shall, in addition to any other right or remedy either Party may have,
                                            permit a Party hereto to terminate this Agreement upon fourteen (14) days prior written notice
                                            to the other Party:



 


		i.	if
                                            either Party breaches any covenant or obligation in this Agreement whatsoever and such breach
                                            is not fully remedied within thirty (30) days after the Party in breach receives written
                                            notice of such breach from the other Party;



 


		ii.	if
                                            a Party breaches any material covenant or obligation in this Agreement, including, but not
                                            limited to, the obligations of Licensee under Sections 3.1 and 3.2); or



 


		iii.	in
                                            the event of any adjudication of bankruptcy, appointment of a receiver by a Court of competent
                                            jurisdiction, assignment for the benefit of creditors, involving a Party either voluntary
                                            or involuntary, or appointment of a receiver by a Party for any reason whatsoever. Such termination
                                            shall not impair or prejudice any other right or remedy that CASHMAN may otherwise have under
                                            this Agreement.



 


		b)	Termination
                                            as set forth in this Section shall not relieve any of the Parties of any obligations accrued
                                            under this Agreement prior to the date of termination. The following provisions shall survive
                                            termination of this license: Sections 3.3 (Accounting & Records); 4.5 (Confidentiality);
                                            5.2 (Indemnity); 6.3 (Termination); 7 (Dispute Resolution); and 8 (General Provisions).



 


	6.3	Effect
                                            of Termination



 


Upon
termination of this Agreement:


 


		a)	Licensee
                                            shall cease use of Technology, Licensed Products, Materials and Patents;



 


		b)	Licensee
                                            shall pay promptly all amounts it owes to CASHMAN; and



 


		c)	Licensee
                                            shall, at the direction of and in the sole discretion of CASHMAN, terminate any and all sub-licenses
                                            granted under this Agreement.



 


ARTICLE
7



DISPUTE RESOLUTION


 


	7.1	Dispute



 


In the
event of any dispute, claim, question or difference arising out of or relating to this Agreement or the breach thereof, the Parties hereto
shall use their best efforts to settle such disputes, claims, questions or differences. To this effect, they shall consult and negotiate
with each other, in good faith and understanding of their mutual interests, to reach a just and equitable solution satisfactory to the
Parties. If they do not reach such solution within a period of thirty (30) days, then upon notice by a Party to the other Party the disputes,
claims, questions or differences shall be finally settled by arbitration in accordance with the provisions of the Arbitration Act, 1991
(Ontario) and any amendments thereto.


 






    Page 12 of 17


     


    

 


	7.2	Arbitration
                                            Tribunal



 


The arbitration
tribunal shall consist of one arbitrator appointed by mutual agreement of the parties or, in the event of failure to agreement within
thirty (30) days, any party may apply to a judge of the Ontario Court (General Division) to appoint an arbitrator. The arbitrator shall
be qualified by education and training to pass upon the particular matter to be decided.


 


	7.3	Time



 


The arbitrator
shall be instructed that time is of the essence in proceeding with his determination of any dispute, claim, question or difference.


 


	7.4	Location
                                            of Arbitration



 


The arbitration
shall be conducted in English and shall take place in Toronto, Ontario.


 


	7.5	Award



 


The arbitration
award shall be given in writing and shall be final, binding on the Parties, not subject to any appeal, and shall deal with the questions
of costs of arbitration and all matters related thereto.


 


	7.6	Judgment



 


Judgment
upon the award rendered may be entered into any court having jurisdiction or application may be made to such court for a judicial recognition
of the award or an order of enforcement thereof, as the case may be.


 


ARTICLE
8



GENERAL


 


	8.1	Time



 


Time
is of the essence of each provision of this Agreement.


 


	8.2	Assignment
                                            and Sub-licenses



 


		a)	This
                                            Agreement may only be assigned or transferred by the Licensee, upon prior written consent
                                            by CASHMAN, to any Affiliate on the condition that (i) such Affiliate becomes a Party to
                                            this Agreement, (ii) such Affiliate agrees to perform all obligations of the Licensee hereunder
                                            (iii) that such assignment shall not relieve the Licensee from observing and performing its
                                            obligations under this Agreement and (iv) that Licensee shall cause such Affiliate to observe
                                            and perform the covenants and obligations to be observed and performed by Licensee hereunder.



 


		b)	The
                                            Licensee is responsible for any and all activities of any sub-licensee and the sub-licensee
                                            shall adhere to all confidentiality and indemnity requirements set forth in this Agreement.
                                            No sub-license granted by Licensee shall be less favorable with respect to any term or condition
                                            to CASHMAN than the license granted herein.



 






    Page 13 of 17


     


    

 


	8.3	Notices



 


Any notice,
demand or other communication required or permitted to be given or made hereunder shall be in writing and shall be sufficiently given
or made if delivered personally or sent by prepaid registered mail to its address or by telecopier to the number and to the attention
of the person set forth below:


 


		a)	In
                                            the case of a notice to CASHMAN:



 


[***]


 


Attention: Dr. Neil Cashman


Telecopier No.: [***]


 


		b)	In
                                            the case of a notice to Licensee:



 


AMORFIX LIFE SCIENCES LTD.


3080 Yonge St., Suite 6020


Toronto, Ontario


M4N 3M1, Canada


 


Attention: Dr. George Adams,
CEO


 


Telecopier No.: [***]


 


Each
notice sent in accordance with this Section shall be deemed to have been given and received:


 


		a)	if
                                            delivered, on the day it was delivered if received within normal business hours;



 


		b)	if
                                            mailed, on the third business day following the date on which it was mailed, unless an interruption
                                            of postal services occurs or is continuing on or within the three business days after the
                                            date of mailings in which case the notice shall be deemed to have been received on the third
                                            business day after postal service resumes;



 


		c)	if
                                            sent by telecopier, on the day it was received, or on the first business day thereafter if
                                            the day on which it was sent was not a business day or outside normal business hours.



 


Either
Party may by notice to the other, given as aforesaid, designate a changed address or telecopier number.


 






    Page 14 of 17


     


    

 


	8.4	Conflict



 


In the
event any term or any part of any term of this Agreement is determined to be void or unenforceable, such term or part of a term shall
be considered separate and severable from this Agreement and the remaining terms shall continue in full force and effect.


 


	8.5	Governing
                                            Law



 


This
Agreement shall be interpreted and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable
therein. Unless specified otherwise, reference in this Agreement to a statute refers to that statute as it may be amended, or to any
restated or successor legislation of comparable effect.


 


	8.6	Further
                                            Assurances



 


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.


 


	8.7	Waiver
                                            of Rights



 


The failure
of a Party at any time to request the other Party hereto to comply with any of the terms, conditions or covenants hereof shall not be
deemed a waiver of such terms, conditions or covenants. Waiver by a Party of a breach of any term or condition of this Agreement shall
not be considered a waiver of any subsequent breach of the same or of any other term or condition hereof.


 


	8.8	Public
                                            Disclosure



 


A Party
will not use the name of the other Party, nor any member of such Party’s staff in any advertising or publicity without the prior
written approval of an authorized representative of the body whose name is to be used. However, a Party may notify others of the fact
that this Agreement is in effect.


 


	8.9	Consulting
                                            Option



 


CASHMAN
will provide technical knowledge and advice on an ad hoc basis towards fulfilling the objectives of this Agreement. Such assistance shall
be subject to the terms and conditions of a separate contract for services between CASHMAN and Licensee.


 


	8.10	Force
                                            Majeure



 


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, labor 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.


 


	8.11	Entire
                                            Agreement



 


This
Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter contained herein and merges
all prior discussions and agreements between them, and neither Party shall be bound by any definition, condition, warranty or
representation other than expressly stated in this Agreement. Any amendment to this Agreement shall not be effective unless it is in
writing and signed by the duly authorized signing officers of each Party.


 






    Page 15 of 17


     


    

 


	8.12	Facsimile
                                            Execution



 


To evidence
the fact that it has executed this Agreement, a Party may send a copy of its executed counterpart to the other Party by facsimile transmission.
That Party shall be deemed to have executed this Agreement on the date it sent such facsimile transmission. In such event, such Party
shall forthwith deliver to the other Party the counterpart of this Agreement executed by such Party.


 


	8.13	Succession



 


This
Agreement shall be binding upon and ensure to the benefit of the Parties hereto and their respective heirs, successors and assigns.


 


IN WITNESS WHEREOF,
the Parties have caused this Agreement to be executed in a legally binding manner.


 


CASHMAN


 


	/s/
    Neil Roy Cashman	 
	Dr. Neil Roy Cashman	 




 


AMORFIX LIFE SCIENCES LTD.


 


	/s/
    George Adams	 
	Dr. George Adams,	 
	CEO	 




 






    Page 16 of 17


     


    

 


SCHEDULE A


 


University of Toronto
Invention Disclosure


 


[Intentionally Omitted]


 






     


     


    

 


SCHEDULE B


 


Assignment of Rights
from University to CASHMAN


 


[Intentionally omitted]



 






     


     


    

 


SCHEDULE C

PATENT APPLICATION


 


[Intentionally
omitted]


 






     


     


    

 


SCHEDULE D

MILESTONES


 


 


	Milestones	 
	1.	Contribute
    $[***], cash and/or in-kind, over three (3) years from the Effective Date of the Agreement towards the development of the Technology.
	2.	As
    part of up front considerations pay filling costs for the Patent(s) and any foregoing cost associated with the prosecution and maintenance
    of the Patent(s) during the Term of this Agreement.


 






     


     


    

 


ASSIGNMENT


 


In consideration
of one dollar and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged


 


We


 


(1)       Neil
Cashman, and


 


(2)       Marty
Lehto


 


whose full post
office addresses are


 


(1)       [***]


 


(2)       [***]


 


do hereby confirm
that we have sold and assigned, and do hereby sell and assign to Amorfix Life Sciences Ltd.


 


whose full post
office address is 3080 Yonge Street, Suite 6020, Toronto, Ontario, Canada M4N 3N1


 


all our right,
title and interest in the United States of America, Canada and all other countries, in an invention and patent applications described
in the attached Schedule A and any patents which may issue therefrom, and in and to any divisions, continuations, continuations-in-part
and extensions of the patents and patent applications.


 


We agree that we
will, without further consideration, but at the expense of the assignee, do all such things and execute all such documents as may be
necessary or desirable to obtain and maintain the patents and patent applications and for additions and


 


modifications thereto
in any and all countries, and to vest title thereto in the assignee, its successors, assigns and legal representatives or nominees.


 






     


     


    

 


Signed at ______________________
this _____ day of ________________ 2006


 


	 	 	 
	Signature of Witness 	 	Neil Cashman




 


Signed at ______________________
this _____ day of ________________ 2006


 





	 	 	 
	Signature of Witness 	 	Marty Lehto


 


We confirm and
accept the assignment of the invention and all related patent applications and patents.


 


Signed at ______________________
this _____ day of ________________ 2006


 	 	 	Amorfix Life Sciences Ltd.
	 	 	 
	 	 	 
	Signature of Witness	 	By: 	 
	 	 	Title: 	 




 






     


     


    

 


Schedule “A”


 


	Tile	Application
    No.	Filing
    Date
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]