Exhibit 10.3


 


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: [***]


 


UBC
File: F20-03911


 


COLLABORATIVE RESEARCH AGREEMENT


 


BETWEEN:


 


THE UNIVERSITY OF BRITISH COLUMBIA,
a corporation continued under the University Act of British Columbia with offices at 103 – 6190 Agronomy Road, Vancouver,
British Columbia, V6T 1Z3 (“UBC”) AND PROVINCIAL HEALTH SERVICES AUTHORITY (on behalf of Children’s &
Women’s Health Centre of British Columbia Branch, a public hospital) having its research administrative offices at 4500 Oak Street,
Vancouver, British Columbia, Canada V6H 3N1 (“PHSA”)


 


(UBC and
PHSA collectively, the “Institution”)


 


AND:


 


PROMIS NEUROSCIENCES INC., a corporation
incorporated under the laws of Canada, with a registered office at 1920 Yonge Street, Suite 200, Toronto, ON M4S 3E2


 


(the “Sponsor”)


 


(Institution and the Sponsor are
referred to in this Agreement individually as a “Party”, and collectively as the “Parties”)


 


WHEREAS:


 


		A.	UBC and Sponsor entered into an Amended
                                            and Restated License Agreement effective October 6, 2015 (the “License Agreement”)
                                            attached as Schedule “A”, which grants to the Sponsor certain rights to
                                            Technology and Improvements (as defined in the License Agreement and any amendments thereto);



 


		B.	It is UBC’s objective to generate
                                            research in a manner consistent with UBC’s status as a non-profit, tax exempt educational
                                            institution;



 


		C.	The research program contemplated by this
                                            Agreement is of mutual interest and benefit to UBC and to the Sponsor, will further the instructional
                                            and research objectives of UBC in a manner consistent with its status as a non-profit, tax-exempt,
                                            educational institution, and may derive benefits for both the Sponsor and UBC through inventions,
                                            improvements and discoveries; and



 


		D.	Under UBC research policy and in agreement
                                            with its affiliated hospitals, UBC owns inventions and/or results and data arising from research
                                            performed by the Institution and which are conceived and/or made by the Institution’s
                                            researchers who have an appointment with UBC.



 






     


     


    

 


UBC
File: F20-03911


 


THE PARTIES AGREE AS FOLLOWS:


 


		1.0	DEFINITIONS



 


		1.1	In this Agreement:



 


		(a)	“Confidential Information”
                                            means all information, regardless of its form:



 


		(i)	disclosed by the Institution to the Sponsor
                                            and which is clearly identified in writing as “Confidential” either at the time
                                            of disclosure or within 30 calendar days thereafter,



 


or


 


		(ii)	disclosed by the Sponsor to the Institution
                                            and which is clearly identified in writing as “Confidential” either at the time
                                            of disclosure or within 30 calendar days thereafter, except that “Confidential Information”
                                            does not include information:



 


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



 


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



 


		(v)	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 in respect of the same; or



 


		(vi)	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;



 


		(b)	“Contract Period” means
                                            the period commencing on the Effective Date and ending 6 months after the Start Date as set
                                            out in Article 2.1 of this Agreement.



 


		(c)	“Effective Date” means
                                            the date on which the last of the Parties executes this Agreement.



 


		(d)	“Inventions” means
                                            any new and useful art, process, machine, manufacture or composition of matter, or any new
                                            and useful improvement in any art, process, machine, manufacture or composition of matter,
                                            but excludes the Technology and Improvements.



 


		(e)	“Investigator” means
                                            Dr. Blair Leavitt of the Department of Medical Genetics at UBC.



 






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UBC File: F20-03911


 


		(f)	“Joint Intellectual Property”
                                            means any and all Inventions made jointly by the Institution and the Sponsor during the Contract
                                            Period in the performance of the Project.



 


		(g)	“Project” means the
                                            research project as described in Schedule “B”.



 


		(h)	“Sponsor Intellectual Property”
                                            means, any and all Inventions made solely by the Sponsor during the Contract Period in the
                                            performance of the Project.



 


		(i)	“UBC Intellectual Property “
                                            means, any and all Inventions made solely by the Institution during the Contract Period in
                                            the performance of the Project.



 


		2.0	RESEARCH
                                            WORK



 


		2.1	The Institution will commence the performance
                                            of the Project after UBC’s receipt of the first payment set out in Article 4.1 (the
                                            “Start Date”) and will use reasonable efforts to perform the Project substantially
                                            in accordance with the terms and conditions of this Agreement. The Sponsor and the Institution
                                            may at any time amend the Project by mutual written agreement.



 


		2.2	If the Investigator becomes unable or unwilling
                                            to continue the Project, and a mutually acceptable substitute is not available, the Institution
                                            and the Sponsor will each have the option to terminate the Project and this Agreement by
                                            providing the other Party with written notice of same.



 


		3.0	REPORTS
                                            & CONFERENCES



 


		3.1	During the Contract Period, the Institution
                                            will keep the Sponsor informed, orally or in writing, as to the progress of the Project.



 


		3.2	The Institution will submit a final report
                                            to the Sponsor within 60 calendar days after the conclusion of the Contract Period or early
                                            termination of this Agreement, whichever is sooner.



 


		4.0	COSTS,
                                            INVOICES & OTHER SUPPORT



 


		4.1	The Parties understand and agree that, subject
                                            to Article 4.4, and excluding any intellectual property related costs under Section 7, the
                                            total costs to the Sponsor hereunder will be $[***] (Canadian funds). The Parties acknowledge
                                            that any budget categories that may be described in the Project are estimates only and that
                                            changes from category to category may be made at the Institution’s discretion. The
                                            Sponsor will pay to UBC the amounts on the following due dates:



 


		1)	On the Effective
                                            Date of this Agreement...........................$[***]



 


The Sponsor may make payments by wire
transfer or direct deposit to:


 






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UBC File: F20-03911


 


	 	Beneficiary Bank:	[***]
	 	Beneficiary:	[***]

    The University of British Columbia

    4th Floor, Suite 409

    Vancouver, BC, Canada, V6T 1Z3

	 	Remittance detail:	Please email [***] – Ref FAS #[***]


 


UBC reserves the right to suspend work
on the Project or to terminate the Project and this Agreement by delivering written notice of same to the Sponsor if the Sponsor fails
to pay any invoiced amount within 30 calendar days from the due date.


 


The Sponsor will pay interest on all
amounts owing to UBC not paid on the due date, at the rate of [***]% per annum. The interest accrues on the outstanding balance from
the due date.


 


		4.2	UBC will retain title to any equipment purchased
                                            with funds provided by the Sponsor under this Agreement.



 


		4.3	UBC will be entitled to retain any funds paid
                                            by the Sponsor to UBC under this Agreement, subject to Article 4.4.



 


		4.4	Notwithstanding anything contained in this
                                            Article 4, in the event of early termination of this Agreement, the Sponsor will pay all
                                            costs and liabilities relating to the Project which have been incurred by the Institution
                                            as of the date of receipt of notice of such termination. Such costs and liabilities will
                                            include all non-cancellable obligations including payments in lieu of reasonable notice for
                                            technicians, graduate students and other staff assigned to the Project, but will not, in
                                            the aggregate, exceed the total amount payable by the Sponsor set out in Article 4.1.



 


		5.0	CONFIDENTIALITY



 


		5.1	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 and exercising its rights under this Agreement.



 


		5.2	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.



 


		5.3	Notwithstanding any termination or expiration
                                            of this Agreement, the obligations set out in this Article 5 survive and continue to bind
                                            the Parties, their successors and assigns until 3 years after such termination or expiration.



 






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UBC File: F20-03911


 


		6.0	PUBLICATION



 


		6.1	UBC is not restricted from presenting at symposia,
                                            national or regional professional meetings, or from publishing in journals or other publications,
                                            results from the Project, provided that the Sponsor is provided with copies of the proposed
                                            disclosure at least 30 calendar days before the presentation or publication date and does
                                            not, within 15 calendar days after delivery of the proposed disclosure, give notice to UBC
                                            indicating that it objects to the proposed disclosure.



 


		6.2	The Sponsor may object to the proposed disclosure
                                            on the grounds that (i) it contains Confidential Information that was disclosed to the Institution
                                            by the Sponsor; or (ii) that it discloses patentable subject matter which needs protection.
                                            If the Sponsor makes objection on the grounds of the inclusion of the Sponsor’s Confidential
                                            Information, UBC will remove such Confidential Information immediately from the proposed
                                            disclosure, after which UBC is free to present and/or publish the proposed disclosure. If
                                            the Sponsor makes an objection on the grounds of protection of patentable subject matter:



 


		(i)	it will be deemed to be a direction to UBC
                                            to file a patent application as set out in Article 7.6; and



 


		(ii)	UBC will delay the proposed disclosure
                                            until UBC has filed one or more patent applications with one or more patent offices directed
                                            to such patentable subject matter (the “Delay”). A provisional patent
                                            application will be considered to be a patent application in the United States of America
                                            for the purposes of this Agreement. The Delay will be no longer than 3 months from the date
                                            UBC delivered the proposed disclosure to the Sponsor, after which UBC is free to present
                                            and/or publish the proposed disclosure.



 


		6.3	Notwithstanding anything in this Agreement,
                                            the Parties acknowledge and agree that no delay is permitted for the defense of a student’s
                                            thesis.



 


		7.0	INTELLECTUAL
                                            PROPERTY



 


		7.1	The Parties acknowledge and agree that Technology
                                            and Improvements are subject to the License Agreement and any amendments thereto.



 


		7.2	The Sponsor acknowledges and agrees that UBC
                                            owns all right, title and interest in and to UBC Intellectual Property.



 


		7.3	UBC acknowledges and agrees that the Sponsor
                                            owns all right, title and interest in and to Sponsor Intellectual Property.



 


		7.4	The Parties acknowledge and agree that UBC
                                            and the Sponsor have joint right, title and interest in and to Joint Intellectual Property.
                                            Notwithstanding the applicable patent or other intellectual property laws in any jurisdiction,
                                            neither of the Parties may commercially exploit any Joint Intellectual Property, except as
                                            specifically provided for in Article 7.9 and 8.



 






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		7.5	UBC will promptly notify the Sponsor of any
                                            UBC Intellectual Property. The Parties will promptly notify one another of any Joint Intellectual
                                            Property.



 


		7.6	The Sponsor may direct that UBC file one or
                                            more patent applications for UBC Intellectual Property and/or Joint Intellectual Property.
                                            UBC will then promptly prepare, file and prosecute patent applications in the name of UBC
                                            for UBC Intellectual Property and/or in joint names of UBC and the Sponsor for Joint Intellectual
                                            Property. UBC will be responsible for making final decisions regarding the scope and content
                                            of the patent applications and their prosecution. UBC will notify the Sponsor of any significant
                                            developments on all patent applications and will promptly supply the Sponsor with copies
                                            of papers received and filed in connection thereto in sufficient time for the Sponsor’s
                                            review and input.



 


		7.7	The Sponsor will bear all costs incurred in
                                            connection with the preparation, filing, prosecution and maintenance of the patent applications.
                                            Within 30 calendar days of UBC’s written request, the Sponsor will pay to UBC a reasonable
                                            payment as an advance against expected patent expenses. The Sponsor will assist UBC in a
                                            timely manner to ensure that the patent applications cover, to the best of the Sponsor’s
                                            knowledge, all items of commercial interest and importance.



 


		7.8	If UBC wishes to obtain patent protection
                                            for UBC Intellectual Property and/or Joint Intellectual Property over and above that for
                                            which the Sponsor wishes to provide its financial support pursuant to Article 7.7, UBC will
                                            be free to file any patent applications, including new applications, at its own expense.
                                            If Sponsor discontinues its financial support for prosecution or maintenance of any patents
                                            or patent applications for UBC Intellectual Property and/or Joint Intellectual Property,
                                            UBC will be free to continue the prosecution or maintain such patents or patent applications
                                            at its own expense. In any event, UBC will not have any obligation to the Sponsor under Article
                                            8 (Grant of Rights) relating to such patent protection.



 


		7.9	In the event that the Sponsor wishes to discontinue
                                            the financial support for prosecution or maintenance of any patents or patent applications
                                            for Joint Intellectual Property (the “Event”), the Sponsor will notify
                                            UBC in writing at least 30 calendar days prior to the Event (the “Notice to Discontinue”)
                                            and UBC will be free to continue the prosecution or maintenance of any such patents or patent
                                            applications for Joint Intellectual Property. The Sponsor will then promptly execute and
                                            deliver to UBC any assignment or documents UBC may deem necessary or desirable to vest in
                                            UBC all right, title and interest in the patents and patent applications. Sponsor will pay
                                            for all expenses incurred in connection with the patents and patent applications prior to
                                            the Event and for 30 calendar days from UBC’s receipt of the Notice to Discontinue.



 






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UBC File: F20-03911


 


		8.0	GRANT
                                            OF RIGHTS



 


		8.1	UBC grants the Sponsor the
                                            option to negotiate a royalty-bearing license to use and exploit UBC Intellectual Property
                                            and UBC’s rights in Joint Intellectual Property subject to terms and conditions determined
                                            in accordance with Article 8.2 (the “Option”). The Option will subsist
                                            with respect to each item of UBC Intellectual Property and Joint Intellectual Property for
                                            a period of 6 months after UBC has disclosed said item in writing to the Sponsor (the “Option
                                            Period”). The Sponsor may exercise the Option within the Option Period by delivering
                                            written notice of same to UBC.



 


		8.2	If the Sponsor exercises the Option pursuant
                                            to Article 8.1, the Parties will negotiate in good faith to determine the specific terms
                                            and conditions on which a license will be granted by UBC to the Sponsor. Such license will
                                            contain commercially reasonable financial terms and will be generally consistent with the
                                            terms and conditions of the license agreements then being entered into by UBC with its other
                                            licensees. If UBC and the Sponsor, acting reasonably, are unable to agree upon such specific
                                            terms and conditions within a period of 6 months after the date when the Sponsor exercised
                                            the Option, the Parties acknowledge and agree that the Option will expire.



 


		8.3	If the Sponsor does not exercise the Option
                                            pursuant to Article 8.1, UBC will be entitled to license from the Sponsor the Sponsor’s
                                            interest in Joint Intellectual Property and the Parties will negotiate in good faith to determine
                                            the specific terms and conditions, including royalty rates, on which the license will be
                                            granted by the Sponsor to UBC. The Sponsor will have no right to use Joint Intellectual Property
                                            for any purpose and will not license, sell, assign or otherwise transfer the Sponsor’s
                                            interest in the Joint Intellectual Property to any third party.



 


		8.4	The Sponsor acknowledges and agrees that UBC
                                            may use Joint Intellectual Property without charge in any manner at all for research, scholarly
                                            publication, educational and all other non-commercial uses.



 


		9.0	TERM



 


		9.1	This Agreement will be effective from the
                                            Effective Date for the full duration of the Contract Period unless terminated earlier under
                                            Article 10.



 


		10.0	TERMINATION



 


		10.1	Either Party may terminate this Agreement
                                            upon 30 calendar days prior written notice to the other.



 


		10.2	If either Party commits any breach or default
                                            of any terms or conditions of this Agreement and also fails to remedy such breach or default
                                            within 30 calendar days after receipt of a written notice from the other Party, the Party
                                            giving notice may terminate this Agreement by sending a notice of termination in writing
                                            to the Party in breach. This termination will be effective as of the date of the receipt
                                            of such notice. The termination may be in addition to any other remedies available at law
                                            or in equity.



 


		10.3	This Agreement may be terminated by the Institution
                                            if the Sponsor is in breach of any other agreement between the Sponsor and the Institution,
                                            which breach has not been cured within the time provided for the curing of such breach under
                                            the terms of such other agreement.



 






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		10.4	No termination of this Agreement, however
                                            effectuated, will release the Parties from their rights and obligations under Articles 4
                                            (non-cancelable costs), 5.0 (Confidentiality), 7.0 (Intellectual Property), 8.0 (Grant of
                                            Rights), 10.7 (cessation of use of Confidential Information) and 12.1 (Indemnity).



 


		10.5	Neither of the Parties shall be deemed to
                                            be in default of, or to have breached, any provision of this Agreement as a result of any
                                            delay, failure in performance or interruption of service, resulting directly or indirectly
                                            from natural disasters, pandemics, epidemics, disease, acts of civil or military authorities,
                                            civil disturbances, wars, strikes or other labour disputes, fires, transportation contingencies,
                                            laws, regulations, acts or orders of any government or agency or official thereof, other
                                            catastrophes or any other similar occurrences beyond such Party’s reasonable control.
                                            In every case, the delay or failure in performance or interruption of service must be without
                                            the fault or negligence of the Party claiming excusable delay, and the Party claiming excusable
                                            delay must promptly notify the other Party of such delay.



 


		10.6	The Parties acknowledge that as a result
                                            of the ongoing global pandemic, the Institution may determine it is necessary to suspend
                                            or cease the performance of the Project. If the Institution, in its sole discretion, determines
                                            it is necessary to suspend or cease the performance of the Project, the Institution will
                                            notify the Sponsor, and the Parties will determine whether to amend or terminate this Agreement.



 


		10.7	Upon the termination of this Agreement, the
                                            Recipient will cease to use the Discloser’s Confidential Information in any manner
                                            whatsoever and upon the written request of the Discloser, will deliver to the Discloser all
                                            of the Discloser’s Confidential Information in the Recipient’s possession or
                                            control.



 


		10.8	The Parties may extend this Agreement in
                                            writing for additional periods under mutually agreeable terms and conditions. Said extension
                                            will be effective upon signature by both Parties.



 


		11.0	DISCLAIMER
                                            OF WARRANTY



 


		11.1	The Institution makes no representations
                                            or warranties, either express or implied, regarding data or other results arising from the
                                            Project or regarding Confidential Information the Institution may disclose to the Sponsor.
                                            The Institution specifically disclaims any implied warranty of non-infringement or merchantability
                                            or fitness for a particular purpose and the Institution will, in no event, be liable for
                                            any loss, whether direct, consequential, incidental, or special or other similar damages
                                            arising from any defect, error or failure to perform, even if the Institution has been advised
                                            of the possibility of such damages. The Sponsor acknowledges that the Project is of an experimental
                                            and exploratory nature, that no particular results can be guaranteed, and that the Sponsor
                                            has been advised by the Institution to undertake its own due diligence with respect to all
                                            matters arising from this Agreement.



 






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		12.0	INDEMNITY



 


		12.1	The Sponsor indemnifies,
                                            holds harmless and defends the Institution, their Board of Governors, directors, officers,
                                            employees, faculty, students, invitees and agents against any and all claims (including all
                                            reasonable legal fees and disbursements) arising out of the receipt or use by the Sponsor
                                            of any Institution’s Confidential Information, UBC Intellectual Property, Joint Intellectual
                                            Property, or any data or other results arising from the Project including, without limitation,
                                            any damages or losses, consequential or otherwise, arising from or out of the Project, however
                                            they may arise.



 


		13.0	INSURANCE



 


		13.1	The Institution has liability insurance applicable
                                            to their directors, officers, employees, faculty, students and agents while acting within
                                            the scope of their employment by the Institution. The Institution has no liability insurance
                                            policy that can extend protection to any other person. Therefore, subject to Article 12.1
                                            (Indemnity), each Party hereby assumes any risks of personal injury and property damage attributable
                                            to the negligent acts or omissions of that Party and its directors, officers, employees and
                                            agents, and where applicable faculty and students.



 


		14.0	GOVERNING
                                            LAW



 


		14.1	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. The Parties agree that by
                                            executing this Agreement, they have attorned to the exclusive jurisdiction of the Supreme
                                            Court of British Columbia.



 


		15.0	ASSIGNMENT



 


		15.1	Neither Party may assign this Agreement without
                                            the prior written consent of the other Party, which consent will not be unreasonably withheld.



 


		16.0	NOTICES



 


		16.1	All payments, 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 email, personal delivery or
                                            by registered or certified mail (with all postage and other charges prepaid) at the address
                                            for the receiving Party as set out in Article 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 business day after it is posted.


 


		16.2	Addresses for delivery of notices:



 






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UBC File: F20-03911


 


	Sponsor

     

    ProMIS Neurosciences, Inc.

    1920 Yonge St, Suite 200

    Toronto, Ontario, M4S 3E2

    Att: Dr. Elliot Goldstein (CEO)

    Telephone: [***]

    Fax: [***]

    Email: [***]

    With cc to: [***]

     
	UBC

     

    Industry Contracts & Agreements Manager

    University-Industry Liaison Office

    #103 – 6190 Agronomy Road

    The University of British Columbia Vancouver,
    British Columbia

    Canada V6T 1Z3

    Telephone: [***]

    Fax: [***]

    Email: [***]

     

	 	PHSA

    Dr. Wyeth Wasserman

    Vice-President
    Research, BC Children’s Hospital,

    PHSA

    A2-146

    950 West 28th Avenue

    Vancouver, British Columbia

    Canada V5Z 4H4

    Tel: [***]

    Fax: [***]



 


		16.3	The Sponsor may direct questions of a scientific
                                            nature or regarding financial matters to the Institution through the following contacts:



 


	Scientific Matters	Financial Matters
	Dr. Blair Leavitt

    Department of Medical Genetics

    The University of British Columbia

    980 West 28th Avenue

    Vancouver, British Columbia

    Canada V5Z 4H4

    Telephone: [***]

    Email: [***]
	Manager, Research Finance Office

    The University of British Columbia

    4th Floor – TEF 3

    409-6190 Agronomy Road

    Vancouver, British Columbia

    Canada V6T 1Z3

    Telephone: [***]

    Fax: [***]



 


		17.0	GENERAL



 


		17.1	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.



 




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		17.2	No Party may use the other Party’s
                                            name, trademarks or insignia for any advertising or any promotional purposes, including but
                                            not limited to media releases, without the other Party’s prior written consent.



 


		17.3	Either Party may identify the title of the
                                            Project, the Parties to this Agreement, the name of the Investigator, the Contract Period
                                            and the amount of funding provided by the Sponsor for the Project for administrative or regulatory
                                            purposes.



 


		17.4	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.



 


		17.5	No condoning, excusing or overlooking by
                                            any Party of any default, breach or nonobservance 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.



 


		17.6	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.



 


		17.7	Headings in this Agreement are for reference
                                            only and do not form a part of this Agreement and are not be used in the interpretation of
                                            this Agreement.



 


		17.8	All terms in this Agreement 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.



 


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



 


		17.10	At the request of the Institution or the
                                            Sponsor, the non-requesting Party will obtain the execution of any agreement or instrument
                                            (including from its employees, agents, contractors, consultants or representatives) that
                                            may be required to consummate the transactions contemplated in this Agreement, including
                                            assigning any rights, waiving any rights or perfecting any rights in such Party’s name.



 


		17.11	This Agreement and the Schedules set out
                                            the entire understanding between the Parties and no changes to this Agreement are binding
                                            unless in writing and signed by the Parties to this Agreement. The Parties will be bound
                                            by the Schedules, except to the extent that they may conflict with the terms and conditions
                                            contained in this Agreement, in which case the terms and conditions of this Agreement will
                                            govern.



 


		17.12	In this Agreement, unless the contrary intention
                                            appears, the singular includes the plural and vice versa and words importing a gender include
                                            other genders.



 


		17.13	This Agreement may be executed in counterpart
                                            by the Parties, either through original copies or by facsimile or electronically each of
                                            which will be deemed an original and all of which will constitute the same instrument.



 






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	SIGNED BY THE PARTIES AS AN AGREEMENT
    effective as of the date on which the last of the Parties executes this Agreement.	 
	 	 
	SIGNED
    FOR AND ON BEHALF of THE UNIVERSITY OF BRITISH COLUMBIA by its duly authorized signatory:	 
	 	 
	/s/ Mario Kasapi	 
	Name:	 
	Title: Associate Director, UILO	 
	Date: October 5, 2020	 
	 	 
	SIGNED FOR AND ON BEHALF of PROVINCIAL HEALTH SERVICES
    AUTHORITY by its duly authorized signatory:	 
	 	 
	/s/ Wyeth W. Wasserman	 
	Name: Wyeth W. Wasserman, Ph. D.	 
	Title: Vice-President Research, BC Children's Hospital	 
	Date: October 8, 2020	 
	 	 
	SIGNED FOR AND ON BEHALF of PROMIS NEUROSCIENCES INC.
    by its duly authorized signatory:	 
	 	 
	/s/ Elliot Goldstein	 
	Name: Elliot Goldstein, MD	 
	Title: President & CEO	 
	Date: Oct. 5, 2020	 
	 	 
	Read and acknowledged by:	 
	 	 
	/s/ Dr. Blair Leavitt	 
	Name: Dr. Blair Leavitt	 
	Title: Professor	 
	Date: October 5, 2020	 




 






    12


     


    

 


SCHEDULE “A”



LICENSE AGREEMENT



(.PDF – 34 PAGES)


 






    


     


    

 


AMENDED AND RESTATED LICENSE AGREEMENT



BETWEEN



THE UNIVERSITY OF BRITISH COLUMBIA



and



PROMIS NEUROSCIENCES INC.


 






    


     


    

 


UBC File: F20-03911


 


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;



 


Schedule A to License Agreement


 






    A-1


     


    

 


		(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.	DEFINITIONS AND 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:



 






    2


     


    

 


		(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;



 






    3


     


    

 


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



 


		(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, divisional,
                                            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;



 






    4


     


    

 


		(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.



 


		(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:



 






    5


     


    

 


		(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



 


		(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;



 






    6


     


    

 



 


		(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;



 


		(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.



 




    7


     


    

 


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).



 


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;



 






    8


     


    

 


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.


 


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.


 






    9


     


    

 


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.


 


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;



 




    10


     


    

 


		(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



 


		(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



 




    11


     


    

 


		(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.


 


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.


 






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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 Rights, 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;



 




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		(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



 


		(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 end-users.


 


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   
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”.



 


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.




 






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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.



 


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


 




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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.


 


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



 




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		(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 know-how 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.


 


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.





 




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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.


 


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.


 






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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/policies.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.


 


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.


 






    23


     


    

 


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.



 


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.


 




    24


     


    

 


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 nonobservance 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.


 


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 23.10   
Unless the contrary intention appears, the singular includes the plural and vice versa and words importing a gender include other
genders.


 


Section 23.11   
This Agreement may be executed in two counterparts, each of which shalt be deemed an original and which together shall constitute
one instrument.


 




    25


     


    

 


UBC File: F20-03911


 


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


 


	
    SIGNED FOR AND ON BEHALF OF THE UNIVERSITY OF BRITISH
    COLUMBIA

     

    /s/ J.P. Heale
	
    SIGNED FOR AN ON BEHALF OF

    PROMIS NEUROSCIENCES INC.

    

     

    /s/ Elliot Goldstein

	J.P. Heale, PhD, MBA	Elliot Goldstein, MD
	
    Managing Director

    University-Industry Liaison Office
	President & CEO
	Authorized signatory	Authorized signatory



 


Schedule A to License Agreement


Signature Page


 






    


     


    




 


SCHEDULE A

PATENTS & TECHNOLOGY


 


Schedule A to License Agreement 

Schedule A-1









 






    


     


    

 


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.



 


		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 indemnities (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 $[***]
                                            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.



 


		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.



 






     


     


    

 


SCHEDULE “C”

Payment Report For The Period: dd/mm/yy to dd/mm/yy


 






     


     


    

 


SCHEDULE “D”


 


UBC License Agreement Annual Report


 






     


     


    

 


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 $ Deposits via wire:
	Pay
    Via: [***]	Pay
    Via: [***]
	Pay
    to: [***]- SWIFT Address [***]	Pay
    to: [***]– SWIFT Address [***]
	Bank
    Address: 

    [***]

     
	Bank
    Address: 

    [***]

     

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

    Reference: Finance Officer

     

    Phone: [***]

     

    Re: Dept ID 352000

     

    For Royalties use JHJQ

     

    For Patent Fees use EFGE

     

    Dept Name: UILO

     
	Beneficiary:
    The University of British Columbia 

    Reference: Finance Officer

     

    Phone: [***]

     

    Re: Dept ID 352000

     

    For Royalties use JHJQ

     

    For Patent Fees use EFGE

     

    Dept Name: UILO

     

	 	Cover/Reimbursement:
    SWIFT [***]
    Receiving Bank: [***]

    ([***])

    Beneficiary Bank: /[***]

    [***]



 






     


     


    

 


SCHEDULE “B”

RESEARCH PROPOSAL

AND BUDGET

(3 pages)